On October 29, 2019, Northwest Bancshares, Inc. (“Northwest”), Warren, Pennsylvania, and MutualFirst Financial, Inc. (“MutualFirst”), Muncie, Indiana, the holding company of MutualBank, entered into a definitive merger agreement pursuant to which MutualFirst will merge with and into Northwest, with Northwest as the resulting company. Each outstanding share of MutualFirst common stock will be exchanged for 2.4 shares of Northwest common stock, for total merger consideration of approximately $346.0 million. As part of the merger, MutualBank will merge with and into Northwest Bank, the bank subsidiary of Northwest.

Luse Gorman served as legal counsel to Northwest in the transaction. The Luse Gorman team consisted of Eric Luse, Marc Levy and Ned Quint (Corporate/M&A) and Beverly White and Brendan Saxon (Executive Compensation).

This is Luse Gorman’s 18^th bank merger transaction announced in 2019.

Northwest has approximately $10.8 billion in total assets and operates 172 full-service community banking offices in Pennsylvania, New York and Ohio.

MutualFirst Financial and MutualBank have approximately $2.1 billion in total assets and operate 39 full-service retail financial centers in Indiana.