공시 • May 01
Mid Penn Bancorp, Inc. (NasdaqGM:MPB) completed the acquisition of William Penn Bancorporation (NasdaqCM:WMPN).
Mid Penn Bancorp, Inc. (NasdaqGM:MPB) entered into a definitive agreement and plan of merger to acquire William Penn Bancorporation (NasdaqCM:WMPN) for approximately $120 million on October 31, 2024. Under the terms of the Merger Agreement, shareholders of William Penn will have the right to receive, for each share of common stock, par value $0.01 per share, of William Penn, 0.426 shares of Mid Penn common stock (the “Exchange Ratio”) and cash in lieu of fractional shares, subject to adjustment and proration as described in the Merger Agreement. Based on Mid Penn’s closing stock price of $31.88 per share as of October 30, 2024, the implied transaction value is approximately $13.58 per William Penn share, or $127 million transaction value, in the aggregate. The aggregate deal value of $127 million ($119 million post-ESOP loan pay-down). The merger is expected to be immediately accretive to Mid Penn’s estimated earnings per share and to have a positive long-term impact on Mid Penn’s key profitability and operating ratios. Upon consummation of the Merger, William Penn Bancorporation will merge with and into Mid Penn Bancorp, Inc., with Mid Penn being the surviving corporation in the Merger. Upon consummation of the Merger, William Penn Bank, a wholly-owned subsidiary of William Penn, will be merged with and into Mid Penn Bank (the “Bank Merger”), a wholly-owned subsidiary of Mid Penn, with Mid Penn Bank being the surviving bank in the Bank Merger. Effective as of the effective time of the Merger, Kenneth J. Stephon, Chairman, President and Chief Executive Officer of William Penn, will be appointed as (i) a director of Mid Penn and Mid Penn Bank, (ii) Vice Chair of Mid Penn Bank, and (iii) Chief Corporate Development Officer of Mid Penn and Mid Penn Bank. All of the members of the board of directors of William Penn in office as of the effective time, other than Mr. Stephon, will be offered the opportunity to serve a paid three-year term on an advisory board of Mid Penn Bank. The Merger Agreement contains certain termination rights for both William Penn and Mid Penn and further provides that, upon termination of the Merger Agreement under certain circumstances, William Penn may be obligated to pay a termination fee of $4.9 million.
Completion of the Merger is subject to a number of customary conditions, including, among other things: (i) the approval of the Merger Agreement by the shareholders of William Penn; (ii) the approval of the issuance of shares of Mid Penn in the Merger by the shareholders of Mid Penn, (iii) the effectiveness of the registration statement to be filed by Mid Penn with the SEC relating to the Mid Penn common stock to be issued in the Merger; (iv) approval of the listing on the Nasdaq Stock Market of the shares of Mid Penn common stock to be issued in the Merger; (v) the absence of any order of other legal restriction prohibiting the closing of the Merger; and (vi) receipt of the required regulatory approvals without the imposition of any condition or requirement, excluding standard conditions that are normally imposed by the regulatory authorities in bank merger transactions, that would, in the good faith reasonable judgment of the board of directors of either Mid Penn or William Penn, materially reduce the benefits of the Merger to such a degree that either William Penn or Mid Penn would not have entered into the Merger Agreement had such condition, restriction or requirement been known at the date of the Merger Agreement. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including: (a) subject to certain exceptions, the accuracy of the representations and warranties of the other party; (b) performance in all material respects by the other party of its obligations under the Merger Agreement; (c) the absence of any material adverse effect (as such term is defined in the Merger Agreement) with respect to the other party; and (d) the receipt by each party of an opinion from its counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. The Merger has been approved unanimously by each company’s board of directors. It is expected the Merger will be completed in the second quarter of 2025. As of March 28, 2025, the transaction has received all required approvals from the applicable bank regulatory agencies. As of April 2, 2025, The transaction approved by shareholders of Mid Penn Bancorp, Inc. and William Penn Bancorporation.
Scott Studwell and Frank Sorrentino of Stephens Inc. are serving as Mid Penn’s exclusive financial advisor, and Pillar + Aught is serving as its legal advisor. Keefe, Bruyette & Woods, A Stifel Company, rendered a fairness opinion to Mid Penn’s board of directors and will receive a fee of $0.3 million. Piper Sandler & Co. is serving as William Penn’s exclusive financial advisor and rendered a fairness opinion to William Penn’s board of directors, and Kilpatrick Townsend & Stockton LLP is serving as its legal advisor. Piper Sandler will receive a fee for such services in an amount equal to 1.25% of the aggregate purchase price, which fee is contingent upon the closing of the merger. At the time of announcement of the transaction, Piper Sandler’s fee was approximately $1.6 million. Piper Sandler also received a $250,000 fee from William Penn upon rendering its opinion. Alliance Advisors LLC acted as proxy solicitor to William Penn and will receive a fee of $0.01 million.
Mid Penn Bancorp, Inc. (NasdaqGM:MPB) completed the acquisition of William Penn Bancorporation (NasdaqCM:WMPN) on April 30, 2025.
