Northwest Bancorp, Inc
Liberty at Second Streets
Warren, PA 16365
CONTACTS:
William J. Wagner Walter G. Kelly
President and CEO President and CEO
Northwest Bancorp, Inc. Skibo Financial Corp.
Northwest Bancorp, MHC Skibo Bancshares MHC
Tel: 814-726-2140 412-276-2424
NORTHWEST BANCORP, MHC TO ACQUIRE SKIBO FINANCIAL Warren, Pennsylvania and
Carnegie, Pennsylvania. September 11, 2003.
Northwest Bancorp, MHC (Mutual Holding Company), the parent company of
Northwest Bancorp, Inc. (Nasdaq: NWSB), the holding company for Northwest
Savings Bank and Jamestown Savings Bank, and Skibo Bancshares MHC, the parent
company of Skibo Financial Corp. (Nasdaq: SKBO), which is the holding company
for First Carnegie Deposit, announced jointly today that they have entered into
a definitive agreement under which Northwest Bancorp MHC would acquire Skibo
Bancshares MHC, Skibo Financial Corp. and First Carnegie Deposit.
Skibo Financial Corp. stockholders, other than Skibo MHC, will receive
$17.00 in cash for each share of Skibo Financial, resulting in a cash payment by
Northwest of approximately $23 million. Shares of Skibo Financial held by Skibo
MHC will be cancelled. Each of the Boards of Directors has approved the
transaction and due diligence has been completed. The transaction is expected to
be completed in the first quarter of 2004, and is subject to approval by the
Skibo shareholders and applicable regulatory authorities.
Walter G. Kelly, President of Skibo and First Carnegie Deposit, stated,
"We are very excited about becoming a part of Northwest. We believe this type of
transaction allows our Public Stockholders to receive a favorable return on
their stock. With our affiliation with Northwest, our depositors will receive
membership rights in Northwest and our customers will have access to a wider
variety of banking and financial products and services offered by Northwest."
William J. Wagner, President and Chief Executive Officer of Northwest
Bancorp, stated, "We are very pleased to announce the acquisition of Skibo
Financial. The First Carnegie Deposit branches will enhance our retail network
in Allegheny and Washington counties. We are also excited about the opportunity
of acquiring another mutual institution as our mutual structure is unique in
making these acquisitions possible. We intend to continue Skibo's focus on
community banking and at the same time, expand the products and services offered
to First Carnegie Deposit customers."
Northwest Bancorp, MHC owns the majority share of Northwest Bancorp,
Inc. Both are headquartered in Warren, Pennsylvania. The company operates 137
banking locations in Pennsylvania, New York and Ohio. The company, which
completed a similar transaction with Leeds Federal Bankshares, Inc. last
January, holds assets of $6.0 billion.
Skibo Financial Corp. has assets of $156 million, deposits of $81
million and stockholders' equity of $23 million. Skibo Bancshares, MHC, owns
approximately 60% of the outstanding shares of Skibo Financial Corp. Founded in
1924, First Carnegie Deposit operates three offices in Allegheny and Washington
Counties in Pennsylvania, in the communities of Carnegie, McKees Rocks, and
Washington.
* * * * * * * * * * * *
Skibo will be filing a proxy statement and other relevant documents
concerning the merger with the Securities and Exchange Commission ("SEC"). WE
URGE INVESTORS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
FILED WITHT EH SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
and security holders may obtain a free copy of the proxy statement when it
becomes available, and other documents filed by Skibo with the SEC in connection
with the merger at eh SEC's web site at www.sec.gov. Documents that Skibo files
with the SEC will also be available free of charge upon written request directed
to the Investor Relations Department of Skibo at 242 East Main Street, Carnegie,
Pennsylvania 15106. READ THE PROXY STATEMNT CAREFULLY BEFORE MAKING A DECISION
CONCERNING THE MERGER.
Skibo and its directors and executive officers may be deemed to be
"participants" in Skibo's solicitation of proxies in connection with the
proposed merger. Information regarding the participants, including their
holdings of Skibo stock, is contained in Skibo's annual report on Form 10-KSB
filed with the SEC on June 26, 2003. Additional information about the interest
of those participants may be obtained from reading the definitive proxy
statement regarding the transaction when it becomes available.
This news release contains certain forward-looking statements about the
proposed merger of Northwest and Skibo. Forward-looking statements can be
identified by the fact that they may include words like "believe", "expect",
"anticipate", "estimate", and "intend" or future or conditional verbs such as
"will", "would", "should", "could", or "may". These forward-looking statements
are based upon the current beliefs and expectations of Northwest's and Skibo's
management and are inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are beyond the
companies' control. Certain factors that could cause actual results to differ
materially from expected include delays in completing the merger, difficulties
in achieving cost savings from the merger or in achieving such cost savings
within the expected time frame, difficulties in integrating Northwest and Skibo,
increased competitive pressures, changes in the interest rate environment,
changes in general economic conditions, legislative and regulatory changes that
adversely affect the businesses in which Northwest and Skibo are engaged,
changes in the securities markets, and other factors disclosed by Northwest and
Skibo
in their periodic filing with the SEC. Actual results may differ materially from
the anticipated results discussed in these forward-looking statements. Northwest
and Skibo do not undertake, and specifically disclaim, any obligation to
publicly release the results of any revisions that may be made to any forward
looking statements to reflect the occurrence of anticipated or unanticipated
events or circumstances after the date of such statements.
***