Northwest Bancshares, Inc. · NASDAQ:NWBI
Northwest Bancshares — Merger or Acquisition (October 2019)
14 slides from Northwest Bancshares's merger presentation, Oct 29, 2019
Slide 1: Merger With MutualFirst Financial, Inc.
Exhibit 99.2 NASDAQ GS:NWBI Merger With MutualFirst Financial, Inc. October 30, 2019
Slide 2: Presented By
Presented By Ronald J. Seiffert – Chairman, President & CEO William W. Harvey, Jr. –Senior EVP & CFO David W. Heeter –Director, President & CEO Christopher D. Cook –CFO
Slide 3: Disclosures: Forward-Looking Statement
Disclosures Forward‐Looking Statement This presentation contains forward‐looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward‐looking statements include, but are not limited to, statements about (1) the benefits of the merger between Northwest
Slide 4: Disclosures (Continued)
Disclosures (Continued) Additional Information About the Proposed Merger and Where to Find It Investors and stockholders are urged to carefully review and consider each of Northwest’s and MutualFirst’s public filings with the SEC, including, but not limited to, their Annual Reports on Form 10‐K, the
Slide 5: Strategic Rationale
Strategic Rationale Consistent with NWBI acquisition strategy to create both franchise value as well as shareholder value Significant expansion into appealing Indiana market Indiana strategically targeted due to its growth prospects and community Geographic Fit values consistent with NWBI’s current
Slide 6: Transaction Ensures Management Continuity & Expanded Customer Benefits
Transaction Ensures Management Continuity & Expanded Customer Benefits NWBI Product and Capability Management Continuity Enhancements to MFSF Franchise NWBI legal lending limit is approximately five times greater Ron Seiffert CEO –NWBI Loan syndication capabilities and ability to originate and agent
Slide 7: NWBI – A Growing Footprint with a Strong Track Record of Acquisitions
NWBI –A Growing Footprint with a Strong Track Record of Acquisitions 30+ acquisitions during last 16 years in Midwest and Mid‐Atlantic ($ millions) Northwest MutualFirst Combined Assets 10,580 2,074 12,654 Loans 8,852 1,517 10,369 Deposits 8,682 1,573 10,255 Branches 182 39 221 Buffalo Northwest Bra
Slide 8: MutualFirst Highlights
MutualFirst Highlights Company Overview Attractive Indiana Footprint Ticker: MFSF (NASDAQ) Indiana targeted due to growth dynamics of the Founded: 1889 markets and similar community values Headquarters: Muncie, IN 1st in Midwest and 5th Nationally for Best State for Business Market capitalization: ~
Slide 9: MutualFirst's Key Markets
MutualFirst’s Key Markets Saint Joseph County (South Bend, IN) Kosciusko County (Warsaw, IN) INDIANA / MICHIGAN $251 MM deposits (16% of MFSF) Elkhart $177 MM deposits (11% of MFSF) #5 Market Share #2 Market Share Home to the University of Notre Dame, the Known as “The Orthopedics Capital of the reg
Slide 10: Transaction Expected to Boost Deposit Gathering Capabilities
Transaction Expected to Boost Deposit Gathering Capabilities Expanded product set for consumers and small businesses, including competitive electronic banking products and sophisticated cash management services, will help drive continued deposit growth in MutualFirst’s markets Northwest MutualFirst
Slide 11: Diversified Loan Portfolio Also Favorably Impacted By Transaction
Diversified Loan Portfolio Also Favorably Impacted By Transaction Deploy NWBI’s significantly greater legal lending limit, syndication capabilities and expanded product set, including sophisticated mortgage and indirect auto platforms, to MutualFirst clients Northwest MutualFirst Combined Comm. Comm
Slide 12: Comprehensive Due Diligence Process Conducted
Comprehensive Due Diligence Process Conducted Engaged third party resources to assist with credit and deposit due diligence efforts Credit diligence coverage: Reviewed 55% of total commercial loan exposure Reviewed 89% of criticized commercial loan exposure Reviewed 91% of classified commercial loan
Slide 13: Key Transaction Terms
Key Transaction Terms 2.40 shares of NWBI common stock for each share of MFSF common stock Consideration Any outstanding MFSF options at closing will be cashed out Implied consideration of $39.89 per MFSF common share, or $346 million in aggregate Transaction Value ~1.72x MFSF’s stated 3Q19 tangible
Slide 14: Key Merger Assumptions and Results
Key Merger Assumptions and Results Expense Savings Total restructuring charges: ~$30 million (pre‐tax) Approximately 30% of MFSF’s annualized 3Q19 operating expenses, or $17.2 million + Transaction (pre‐tax) Expense Revenue synergies: identified but not modeled Total gross credit mark: $26.9 million
Northwest Bancshares — Merger or Acquisition (October 2019) on 6ix