Northwest Savings Bank's Depositors And Northwest Bancorp, Inc.'s Stockholders Approve Plan Of Conversion

WARREN, Pa., Dec. 15 /PRNewswire-FirstCall/ --  Northwest Bancorp, Inc. (Nasdaq: NWSB) announced today that its stockholders and the depositors of Northwest Savings Bank (the "Bank") have each approved the plan of conversion pursuant to which Northwest Bancorp, MHC will convert to a stock holding company form of organization and Northwest Bancshares, Inc. (the "Company"), the proposed stock holding company for the Bank, will sell shares of its common stock.  Northwest Bancorp, Inc. also announced that its stockholders and the Bank's depositors have each approved the establishment of Northwest Charitable Foundation and its funding with 1,277,565 shares of Company common stock and $1.0 million in cash from the offering proceeds.  The completion of the conversion remains subject to final regulatory approvals, including approval of a final appraisal.

Northwest Bancorp also announced that the Company expects to sell 68,878,267 shares of common stock at $10.00 per share, for gross offering proceeds of $688.8 million in the offering.  Orders for a total of 35,853,369 shares of common stock have been accepted in the syndicated community offering, for which Stifel, Nicolaus & Company, Incorporated acted as sole book-running manager and Janney Montgomery Scott LLC, RBC Capital Markets Corporation, Sandler O'Neill & Partners, L.P. and Sterne, Agee & Leach, Inc. acted as co-managers. The Company received orders for 33,024,898 shares of common stock in the subscription and community offerings, for which Stifel, Nicolaus & Company, Incorporated acted as selling agent.

Concurrent with the completion of the offering, shares of Northwest Bancorp common stock owned by the public will be exchanged for shares of the Company's common stock so that Northwest Bancorp's existing stockholders will own approximately the same percentage of the Company's common stock as they owned of Northwest Bancorp's common stock immediately prior to the conversion. As a result, Northwest Bancorp stockholders will receive 2.2500 shares of the Company's common stock for each share of Northwest Bancorp common stock they own immediately prior to completion of the transaction.  Cash in lieu of fractional shares will be paid at a rate of $10.00 per share. As a result of the offering, the exchange, and the contribution to the charitable foundation, the Company will have approximately 110,643,419 shares outstanding after giving effect to the transaction.