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Subsequent Events
9 Months Ended
Sep. 30, 2019
Subsequent Events [Abstract]  
Subsequent Events

Note 14: Subsequent Event

On  a Form 8-K filed on October 29, 2019, MutualFirst announced it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Northwest Bancshares, Inc. (“Northwest Bancshares”).  Pursuant to the Merger Agreement at the closing of the merger, MutualFirst will merge with and into Northwest Bancshares, with Northwest Bancshares as the surviving entity. Immediately thereafter, Mutual will merge with and into Northwest Bank, the wholly owned subsidiary of Northwest Bancshares, with Northwest Bank as the surviving entity.

Under the terms of the Merger Agreement, each share of common stock of MutualFirst will be converted into the right to receive 2.4 shares of Northwest Bancshares’s common stock, for total consideration valued at approximately $346 million.

The Merger Agreement has been approved by the Boards of Directors of Northwest Bancshares and MutualFirst.  Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of stockholders of MutualFirst. The parties anticipate completing the Merger during the second quarter 2020.

MutualFirst has also agreed not to (i) solicit proposals relating to alternative business combination transactions involving MutualFirst or Mutual or (ii) subject to certain exceptions, enter into discussions or an agreement concerning, or to provide confidential information in connection with, any proposals for alternative business combination transactions involving MutualFirst or Mutual.

At the same time that Northwest Bancshares entered into the Merger Agreement, Northwest Bancshares also entered into voting agreements with MutualFirst directors and certain of its officers in which those persons agreed to vote the MutualFirst common stock they hold in favor of the Merger Agreement.

The Merger Agreement also provides for certain termination rights for both MutualFirst and Northwest Bancshares, and further provides that upon termination of the Merger Agreement under certain circumstances, MutualFirst will be obligated to pay Northwest Bancshares a termination fee.

A complete copy of the Merger Agreement is attached as an exhibit to the Form 8-K filed October 29, 2019.