Penns Woods Bancorp Schedules Shareholder Meeting

TL;DR

PWOD shareholder meeting set for Dec 20, vote on directors & more.

AI Summary

Penns Woods Bancorp, Inc. filed a DEFA14A on December 20, 2024, related to a shareholder meeting. The filing details information for the annual meeting of shareholders, including the election of directors and other corporate matters. The company's principal executive offices are located at 300 Market Street, Williamsport, Pennsylvania.

Why It Matters

This filing is important for shareholders as it outlines the agenda and proposals for the upcoming annual meeting, influencing their voting decisions on corporate governance and director elections.

Risk Assessment

Risk Level: low — This filing is a routine DEFA14A for a shareholder meeting and does not contain significant new financial or operational risks.

Key Players & Entities

• PENNS WOODS BANCORP, INC. (company) — Registrant
• 115 S MAIN ST (address) — Business Address
• JERSEY SHORE (city) — Business Address City
• PA (state) — Business Address State
• 17740 (zip_code) — Business Address Zip
• 570-322-1111 (phone_number) — Business Phone
• 300 Market Street (address) — Principal Executive Offices
• Williamsport (city) — Principal Executive Offices City
• Pennsylvania (state) — Principal Executive Offices State
• 17703-0967 (zip_code) — Principal Executive Offices Zip

FAQ

Key Financial Figures

• $5.55 — nge on which registered Common Stock, $5.55 par value PWOD The Nasdaq Global Sele
• $0.01 — ange Ratio") of Northwest common stock, $0.01 par value ("Northwest Common Stock"). H
• $10.0 million — ay Northwest a termination fee equal to $10.0 million. Also, in the event that the Merger Agr

Filing Documents

• tm2431604d2_defa14a.htm (DEFA14A) — 40KB
• tm2431604d1_ex2-1.htm (EX-2.1) — 590KB
• 0001104659-24-130508.txt ( ) — 631KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 16, 2024, Penns Woods Bancorp, Inc., a Pennsylvania corporation ("Penns Woods"), and Northwest Bancshares, Inc., a Maryland corporation ("Northwest"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides that, under the terms and subject to the conditions set forth therein, Penns Woods will merge with and into Northwest (the "Merger"), with Northwest as the surviving corporation. Immediately after the effective time of the Merger (the "Effective Time"), or at such later time as Northwest determines, Penns Woods' wholly-owned subsidiary banks, Jersey Shore State Bank, a Pennsylvania-chartered bank ("Jersey Shore State Bank") and Luzerne Bank, a Pennsylvania-chartered bank ("Luzerne Bank"), will each merge with and into Northwest Bank, a Pennsylvania-chartered savings bank and wholly-owned subsidiary of Northwest ("Northwest Bank"), with Northwest Bank as the surviving bank. The boards of directors of both Northwest and Penns Woods unanimously approved the Merger Agreement and the transactions contemplated thereby. Under the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each share of Penns Woods common stock, $5.55 par value ("Penns Woods Common Stock"), issued and outstanding immediately prior to the Effective Time will be converted into a right to receive 2.385 shares (the "Exchange Ratio") of Northwest common stock, $0.01 par value ("Northwest Common Stock"). Holders of Penns Woods Common Stock will receive cash in lieu of fractional shares. Additionally, at the Effective Time, options that are outstanding under Penns Woods' equity incentive plans immediately prior to the Effective Time will vest in full and be converted automatically into the right to receive a cash payment in an amount calculated under the Merger Agreement. The merger is intended to be a tax-free reorganization under Section 368(a) of the Inte

Forward-looking statements are not historical facts but instead express

Forward-looking statements are not historical facts but instead express only management's beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management's control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors disclosed in reports filed by Northwest and Penns Woods with the SEC, risks and uncertainties for Northwest, Penns Woods and the combined company include, but are not limited to: the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of Penns Woods operations with those of Northwest will be materially delayed or will be more costly or difficult than expected; the parties' inability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger; the inability to complete the merger due to the failure of Penns Woods' shareholders to adopt the Merger Agreement; the failure to satisfy other conditions to completion of the Merger, including receipt of required regulatory and other approvals; the failure of the proposed transaction to close for any other reason; diversion of management's attention from ongoing business operations and opportunities due to the Merger; the challenges of integrating and retaining key employees; the effect of the announcement of the Merger on Northwest's, Penns Woods' or the combined company's respective customer and employee relationships and operating results; the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; dilution caused by Northwest's issuance of additional shares of Northwest Common Stock in connection with the Merger; results of operations and financial condition of Nort

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: 2.1 Agreement and Plan of Merger, dated as of December 16, 2024, by and between Northwest Bancshares, Inc. and Penns Woods Bancorp, Inc.* 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) * Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K but Penns Woods Bancorp, Inc. will provide them to the Securities and Exchange Commission upon request. 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PENNS WOODS BANCORP, INC. Dated: December 20, 2024 By: /s/Brian L. Knepp Brian L. Knepp President and Chief Financial Officer 5

View Full Filing

View this DEFA14A filing on SEC EDGAR