Category: News

The Juniata Valley Bank and Orrstown Bank Announce Definitive Agreement for Sale of Orrstown’s Path Valley Branch to Juniata

MIFFLINTOWN, PA AND SHIPPENSBURG, PA (December 23, 2022 – The Juniata Valley Bank, a wholly-owned subsidiary of Juniata Valley Financial Corp. (OTCQX:JUVF) (“Juniata”), and Orrstown Bank, a wholly-owned subsidiary of Orrstown Financial Services, Inc. (NASDAQ: ORRF) (“Orrstown”), jointly announced today that they have entered into a Purchase and Assumption Agreement (the “Agreement”) providing for the sale of Orrstown’s Path Valley branch, located at 16400 Path Valley Road in Spring Run, PA, to Juniata.

Pursuant to the terms of the Agreement, The Juniata Valley Bank has agreed to assume certain deposit liabilities totaling approximately $31.7 million and purchase certain assets, including the Path Valley branch real estate, furniture, equipment and cash.  No Orrstown loans are being purchased or sold in the transaction.

The transaction is subject to customary deposit balance adjustments and closing conditions, including the receipt of all required regulatory approvals, and is expected to close in the second quarter of 2023.

The Path Valley branch will remain open as an Orrstown Bank branch through closing and, after closing, will become a branch of The Juniata Valley Bank.  Customers of the Path Valley branch will receive additional information regarding the transaction in the near future. Additional information on the transaction will be available in Current Reports on Form 8-K to be filed by both Juniata and Orrstown.

Marcie A. Barber, President and CEO of Juniata, commented on the transaction: “We are excited about this transaction and the opportunity to further serve the Path Valley community by keeping the Path Valley branch office open. The acquisition of the branch is designed to  enhance our service to the Path Valley corridor and evidences our commitment to rural banking markets. We look forward to engaging with the businesses and residents that have been served by this branch office. The acquisition of additional core deposits and valued customer relationships will allow us to direct greater resources and expanded banking   services to this community and is expected  to benefit our shareholders through operating efficiencies anticipated from our enhanced presence in the market.”

“Since we announced our intention to close our Path Valley branch in September, 2022, management and our Board of Directors have focused on ensuring that the banking needs of the Path Valley community would continue to be met.  We have engaged with business leaders and residents who live and work in Path Valley, who spoke clearly and passionately about the need for in-person banking in Spring Run due to the distance between the Path Valley branch and other banking locations, as well as the uniqueness of the Path Valley community. We listened, and are pleased to have reached an agreement that will allow the businesses and residents of Path Valley to continue to enjoy in-person branch banking services, while accomplishing our strategic objectives and delivering value to our shareholders,” commented Thomas R. Quinn, Jr., Orrstown’s President and Chief Executive Officer.

“Our Chambersburg, PA (Lincoln Way East), East Earl, PA (Shady Maple), Mechanicsburg, PA (Simpson Street) and Orrstown, PA (Orrstown) branches will close on December 30, 2022 as scheduled,” Mr. Quinn added.  “We remain committed to repositioning the franchise to focus on emerging delivery channels and digital solutions and maximizing our efficiency through continued automation.  It remains our intention to apply the savings generated by our branch closures toward expense control while also supporting the investments needed to achieve our long-term vision, which includes a robust digital experience to align with evolving client needs.”

Barley Snyder LLP is serving as legal counsel to Juniata and Pillar + Aught is serving as legal counsel to Orrstown in connection with the transaction.

About Juniata Valley Financial Corp.

The Juniata Valley Bank, the principal subsidiary of Juniata, is headquartered in Mifflintown, Pennsylvania, with fifteen community offices located in Juniata, Mifflin, Perry, Centre, Huntingdon, McKean and Potter Counties. More information regarding Juniata and The Juniata Valley Bank can be found online at www.jvbonline.com. Juniata trades through the OTCQX Best Market under the symbol JUVF.

About Orrstown Financial Services, Inc.

With $2.8 billion in assets, Orrstown Financial Services, Inc. and its wholly-owned subsidiary, Orrstown Bank, provide a wide range of consumer and business financial services in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry, and York Counties, Pennsylvania and Anne Arundel, Baltimore, Howard, Kent and Washington Counties, Maryland, as well as Baltimore City, Maryland. Orrstown Bank is an Equal Housing Lender and its deposits are insured up to the legal maximum by the FDIC. Orrstown’s common stock is traded on Nasdaq (ORRF). For more information about Orrstown and Orrstown Bank, visit www.orrstown.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements reflect the current views of the companies’ respective management with respect to, among other things, future events and its financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about the banking and certain assumptions, many of which, by their nature, are inherently uncertain and beyond the control of either company.  Accordingly, Juniata and Orrstown caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although Juniata and Orrstown believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.  If one or more events related to these or other risks or uncertainties materializes, or if underlying assumptions prove to be incorrect, actual results may differ materially from what is anticipated.  Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and neither Juniata nor Orrstown undertakes any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.  All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. For a more complete discussion of certain risks and uncertainties affecting Juniata or Orrstown, please see the sections entitled “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in each company’s Annual Report on Form 10-K and quarterly reports on Form 10-Q which have been filed with the Securities and Exchange Commission.

Mid Penn Bancorp, Inc. Signs Definitive Agreement to Acquire Brunswick Bancorp

Acquisition results in a meaningful expansion into the attractive central New Jersey market and results in a combined bank with approximately $5.0 billion in assets

NEW BRUNSWICK, NJ, and HARRISBURG, PA, December 20, 2022 (GLOBE NEWSWIRE) — Mid Penn Bancorp, Inc. (“Mid Penn”) (NASDAQ:MPB), headquartered in Harrisburg, Pennsylvania, and Brunswick Bancorp (“Brunswick”) (OTCPK:BRBW), headquartered in New Brunswick, New Jersey, today jointly announced the signing of a definitive merger agreement pursuant to which Mid Penn will acquire Brunswick in a combination cash and stock transaction valued at approximately $53.9 million (based upon Mid Penn’s closing stock price of $30.95 for the trading day ending December 19, 2022).

The merger, unanimously approved by both boards of directors, will expand Mid Penn’s footprint into the attractive central New Jersey market. Upon completion of the transaction, Mid Penn will add five total financial centers, four in Middlesex County and one in Monmouth County.

Founded in 1902, Brunswick had $381.6 million in assets, $279.8 million in deposits and $302.5 million in gross loans, as of September 30, 2022. Under Mid Penn’s ownership, Brunswick customers will have access to an expanded product and services offering, with the strength and enhanced lending capabilities afforded by Mid Penn’s larger balance sheet. The transaction creates a combined community banking franchise with approximately $5.0 billion in assets, $4.2 billion in deposits and $3.8 billion in gross loans.

Under the terms of the merger agreement, 50% of Brunswick common shares will be converted into Mid Penn common stock while the remaining 50% will be exchanged for cash. Brunswick shareholders will have the option to elect to receive either 0.598 shares of Mid Penn common stock or $18.00 in cash for each common share of Brunswick they own, subject to proration to ensure that, in the aggregate, 50% of the transaction consideration will be paid in the form of Mid Penn common stock. The purchase price is subject to adjustment in the event Brunswick does not meet certain minimum shareholder equity covenants. All options to purchase Brunswick common stock will be cashed out upon completion of the merger. The transaction is intended to qualify as a reorganization for federal income tax purposes and, as a result, the receipt of Mid Penn common stock by shareholders of Brunswick is expected to be tax-free.

“We are enthusiastic to partner with Brunswick as our first formal step into the dynamic central New Jersey community,” said Mid Penn Chair, President and CEO Rory G. Ritrievi. “Brunswick, under the direction of Executive Chair Frank Gumina, President and CEO Nick Frungillo, Jr. and their strong staff of professionals has built a solid reputation as a dependable bank for the numerous businesses and consumers in the communities they serve. We look forward to providing the strength of our balance sheet and our own relationship building expertise in enhancing and expanding upon their success. We feel confident that this combination will, in a very short period of time, create one of the most dynamic and organically growth-oriented financial institutions in that region.”

“Mid Penn is an excellent cultural fit for Brunswick, and the opportunity to join a like-minded, top-tier community bank is one that will provide both organizations with significant growth potential,” said Nicholas A. Frungillo Jr., Brunswick’s President and Chief Executive Officer. “Together we will continue to provide our clients with valuable opportunities via higher lending limits and a sophisticated technology platform. We are pleased to continue providing service to our valued customers and to the communities in which we live, alongside Rory and his team.”

Subject to customary closing conditions, including the receipt of regulatory approvals and Mid Penn and Brunswick shareholder approvals, the merger is expected to close in the second quarter of 2023. Following completion of the merger, Brunswick Bank will be merged with and into Mid Penn Bank. Additionally, one Brunswick director will join the board of directors of Mid Penn Bancorp, Inc.

Stephens Inc. served as financial advisor to Mid Penn in connection with the transaction and Piper Sandler & Co. rendered a fairness opinion to Mid Penn’s board of directors. Pillar+Aught served as legal advisor to Mid Penn in the transaction. Janney Montgomery Scott LLC served as financial advisor to Brunswick in connection with the transaction and rendered a fairness opinion to the Brunswick board of directors.  Windels Marx Lane & Mittendorf LLP served as legal advisor to Brunswick.

About Mid Penn Bancorp, Inc.

Mid Penn Bancorp Inc. (NASDAQ: MPB), headquartered in Harrisburg, Pennsylvania, is the parent company of Mid Penn Bank, a full-service commercial bank, and MPB Financial Services, LLC, a provider of specialized investment strategies, insurance, and planning services to individuals, families, and businesses. Mid Penn operates retail locations in 16 counties throughout the Commonwealth of Pennsylvania, has total assets in excess of $4.3 billion, and offers a comprehensive portfolio of financial products and services to the communities it serves. To learn more, please visit www.midpennbank.com.

About Brunswick Bancorp

Brunswick Bancorp is the holding company for Brunswick Bank & Trust, a New Jersey chartered commercial bank which serves central New Jersey through its New Brunswick main office and four additional branch offices.

Additional Information and Where to Find It

The proposed transaction will be submitted to the shareholders of Brunswick and Mid Penn for their consideration and approval. In connection with the proposed transaction, Mid Penn will be filing with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which will include a joint proxy statement of Mid Penn and Brunswick and a prospectus of Mid Penn and other relevant documents concerning the proposed transaction.  This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  INVESTORS AND SHAREHOLDERS OF MID PENN AND BRUNSWICK ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Investors will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about Mid Penn and Brunswick, free of charge from the SEC’s Internet site (www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, free of charge, or by contacting Mid Penn Bancorp, Inc., 349 Union Street, Millersburg, Pennsylvania 17061, attention: Investor Relations (telephone (717) 692-7105); or Brunswick Bancorp 439 Livingston Avenue, New Brunswick, New Jersey 08901, attention: David Gazerwitz, Chief Financial Officer or Nicholas Frungillo, Jr., President and CEO (telephone (732) 247-5800).

Participants in the Solicitation

Mid Penn, Brunswick and their respective directors, executive officers, and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from Mid Penn and/or Brunswick shareholders in connection with the proposed transaction under the rules of the SEC. Information regarding Mid Penn’s directors and executive officers is available in its definitive proxy statement relating to its 2022 Annual Meeting of Shareholders, which was filed with the SEC on March 24, 2022, and its Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Commission on March 15, 2022, and other documents filed by Mid Penn with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC, which may be obtained free of charge as described in the preceding paragraph.

Safe Harbor for Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, expectations or predictions of future financial or business performance, conditions relating to Mid Penn and Brunswick, or other effects of the proposed merger on Mid Penn and Brunswick. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements are made only as of the date of this filing, and neither Mid Penn nor Brunswick undertakes any obligation to update any forward-looking statements contained in this presentation to reflect events or conditions after the date hereof. Actual results may differ materially from those described in any such forward-looking statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company); the failure to obtain shareholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all or other delays in completing the transaction; the magnitude and duration of the COVID-19 pandemic and its impact on the global economy and financial market conditions and the business, results of operations, and financial condition of Mid Penn and Brunswick; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement; the outcome of any legal proceedings that may be instituted against Mid Penn or Brunswick; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the dilution caused by Mid Penn’s issuance of additional shares of its capital stock in connection with the transaction; the timing of closing the Merger; difficulties and delays in integrating the business or fully realizing cost savings and other benefits of the transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of products and services; increased competition in the markets of Mid Penn and Brunswick; success, impact, and timing of business strategies of Mid Penn and Brunswick; economic conditions, including downturns in the local, regional or national economies; the impact, extent and timing of technological changes; changes in accounting policies or practices; changes in laws and regulations; actions of the Federal Reserve Board and other legislative and regulatory actions and reforms; and other factors that may affect the future results of Mid Penn and Brunswick. Additional factors that could cause results to differ materially from those described above can be found in Mid Penn’s Annual Report on Form 10-K for the year ended December 31, 2021 and in its subsequent Quarterly Reports on Form 10-Q, including in the respective Risk Factors sections of such reports, as well as in subsequent SEC filings, each of which is on file with the SEC and available in the “Investors” section of Mid Penn’s website, www.midpennbank.com, under the heading “SEC Filings” and in other documents Mid Penn files with the SEC.

Pillar+Aught founder Kevin Gold was recently featured in a Sports Illustrated story on the upside-down world of football long snappers.

Gold, who represents long snappers as part of his NFL player representation practice, appears in the magazine’s December 2022 edition and the expanded online version.

The article, written by Alex Prewitt, traces the development and growth of this unique position in football.

https://www.si.com/nfl/2022/11/16/inside-economics-evolution-politics-of-long-snappers-daily-cover

CNB Financial Corporation (NASDAQ: CCNE) announced the pricing of 3,702,127 shares of its common stock at a public offering price of $23.50 per share, resulting in gross proceeds of approximately $87,000,000.  Pillar+Aught served as counsel to PNC FIG Advisory, a part of PNC Capital Markets LLC, and Janney Montgomery Scott LLC, joint book-running managers for the offering.  Co-founder Ken Rollins led the Pillar+Aught team, which included Kate Deringer Sallie, Angela McGowan and Jeff Kaylor.  The official announcement can be found here

CLEARFIELD, Pa., September 16, 2022 – CNB Financial Corporation (“CNB”) (NASDAQ: CCNE), the parent company of CNB Bank, announced today the pricing of its underwritten public offering of 3,702,127 shares of its common stock at a public offering price of $23.50 per share, resulting in gross proceeds of approximately $87 million. The net proceeds to CNB after deducting the underwriting discount and estimated offering expenses are expected to be approximately $81.7 million. CNB intends to use the net proceeds from the offering for general corporate purposes, which may include working capital and the funding of organic growth or potential acquisitions.

In addition, CNB has granted the underwriters a 30-day option to purchase an aggregate of up to an additional 555,319 shares of common stock.

PNC FIG Advisory, part of PNC Capital Markets LLC, and Janney Montgomery Scott LLC are acting as joint book-running managers for the offering.

CNB expects to close the offering, subject to customary conditions, on or about September 21, 2022.  The shares of common stock are being offered and sold pursuant to an effective shelf registration statement that CNB previously filed with the Securities and Exchange Commission (the “SEC”). Copies of the preliminary prospectus supplement relating to the offering and the final prospectus supplement, when available, may be obtained by visiting the SEC’s website located at www.sec.gov or by contacting PNC FIG Advisory, part of PNC Capital Markets LLC at PNCFIGAdvisoryCapitalMarkets@pnc.com or Janney Montgomery Scott LLC at prospectus@janney.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security of CNB, which is made only by means of the prospectus supplement and the accompanying prospectus, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The common stock offered in the public offering will not be insured by the Federal Deposit Insurance Corporation or any other governmental agency.

About CNB Financial Corporation

CNB Financial Corporation is a financial holding company with consolidated assets of approximately $5.3 billion. CNB Financial Corporation conducts business primarily through its principal subsidiary, CNB Bank. CNB Bank is a full-service bank engaging in a full range of banking activities and services, including trust and wealth management services, for individual, business, governmental, and institutional customers. CNB Bank operations include a private banking division, three loan production offices, one drive-up office and 46 full-service offices in Pennsylvania, Ohio, New York and Virginia. CNB Bank’s divisions include ERIEBANK, based in Erie, Pennsylvania, with offices in Northwest Pennsylvania and Northeast Ohio; FCBank, based in Worthington, Ohio, with offices in Central Ohio; BankOnBuffalo, based in Buffalo, New York, with offices in Western New York; and Ridge View Bank, with offices in the Southwest Virginia region. CNB Bank is headquartered in Clearfield, Pennsylvania, with offices in Central and North Central Pennsylvania. Additional information about CNB Financial Corporation may be found at www.CNBBank.bank.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond CNB’s control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” CNB’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. For more information about factors that could cause actual results to differ from those discussed in the forward-looking statements, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of and forward-looking statement disclaimers in CNB’s annual and quarterly reports filed with the SEC.

The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this press release. CNB undertakes no obligation to publicly update or revise any forward-looking statements included in this press release or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur and you should not put undue reliance on any forward-looking statements.

 

Todd Shill served as production counsel on the new Discovery+ series, Kiddie Kai.” “Kiddie Kai” is a 6-part reality series that takes a deep dive into the competitive world of kids’ karate and is available to stream starting today.  The show was produced by Hot Snakes Media.

More info about the series:

https://www.tvinsider.com/1056918/kiddie-kai-trailer-discovery-plus/

 

 

 

Pillar+Aught co-founder Todd Shill served as production counsel on this year’s Discovery and Discovery+ Shark Week shows “Extinct or Alive: Jaws of Alaska” and “Island of the Walking Sharks,” premiering at 8 pm EST on Wednesday, July 27, 2022.

Shark Week is an annual, week-long programming block on the Discovery Channel and now streaming Discovery+.  Since 2010, it has been the longest-running cable television programming event in history, broadcast in over 72 countries.

Pillar+Aught founders Todd Shill and Kevin Gold delivered a presentation this past weekend on best practices regarding the use of social media at the Washington Capitals’ 2022 Summer Development Camp.

The Camp is for the National Hockey League team’s top prospects and the discussion focused on the benefits, risks, and responsible use of social media use by professional athletes.  In addition to the team’s draft picks and free agents, other attendees included the Washington Capitals’ coaches and staff, as well as those from its AHL affiliate, The Hershey Bears.

Central Penn Business Journal’s Law and Lobbyist Power 30 List for 2022 includes Pillar+Aught’s own Kate Deringer Sallie.  The Power 30 List honors those who shape our communities and influence our quality of life through the legal and political foundations our society depends upon.

https://www.cpbj.com/kate-deringer-sallie/

On June 16, 2022, Pillar+Aught was recognized as an Associate Member of the Year at the PACB Inspire Awards and Gala, held at the Hershey Lodge and Convention Center.

Mid Penn Bank and PennCrest BANK^® Announce Definitive Agreement for Sale of Mid Penn’s Williamsburg Financial Center to PennCrest

HARRISBURG AND ALTOONA, PA. – April 20, 2022.  Mid Penn Bank (the “Bank”), a wholly owned subsidiary of Mid Penn Bancorp, Inc. (“Mid Penn”) (NASDAQ: MPB), and PennCrest BANK (“PennCrest”), a Pennsylvania-chartered mutual savings bank headquartered in Altoona, Pennsylvania, jointly announced today that they have entered into a Purchase and Assumption Agreement providing for the sale of the Bank’s Williamsburg Financial Center to PennCrest.

Pursuant to the terms of the Purchase and Assumption Agreement, PennCrest has agreed to assume certain deposit liabilities totaling approximately $25.4 million and purchase certain loans totaling approximately $2.7 million as well as cash, real property, personal property and other fixed assets associated with the Williamsburg Financial Center.  The transaction remains subject to customary closing conditions, including regulatory approvals, and is expected to close in the fourth quarter of 2022.  Customers of the Williamsburg Financial Center will receive additional information regarding the transaction in the near future.

“Financial Center consolidation decisions like these don’t always come down to the dollars and cents, but rather the head and the heart. Since our acquisition of Riverview Financial and subsequent announcement of our intention to close and consolidate the Williamsburg Financial Center acquired in that acquisition, we have engaged with community leaders and the residents of Williamsburg, and we have listened to what is most important to them,” said Rory Ritrievi, President and CEO of Mid Penn.  “Rather than simply close the Financial Center and prohibit another bank from operating there, which has occurred in Williamsburg in the past, we listened to the community and worked hard to ensure that a local, in-person banking option remained available.  When we connected with PennCrest on this potential sale, it was clear from the beginning that they understand this market and the community needs, and we are confident that the Williamsburg customers will be well-served by PennCrest.”

“As a mutual savings bank, PennCrest is dedicated to community banking and to the communities that it serves.  Upon learning of Mid Penn’s intention to consolidate the Williamsburg Financial Center with a nearby office, we were excited by the prospect of acquiring and operating the location,” said William E. Ritenour, President and CEO of PennCrest.  He added, “PennCrest’s community banking model benefits both the Williamsburg community and PennCrest.  Williamsburg fits naturally within our market area, and we are excited to be able to bring stability to that location through our mutual ownership structure and dedication to community banking.”

Pillar+Aught is serving as legal counsel to Mid Penn in connection with the transaction.  Boenning & Scattergood is serving as financial advisor, and Luse Gorman, PC is serving as legal counsel, to PennCrest.

About Mid Penn Bancorp Inc.

Mid Penn Bancorp Inc. (NASDAQ: MPB), headquartered in Harrisburg, Pennsylvania, has been serving the community since 1868. Mid Penn operates retail locations in 16 counties throughout the Commonwealth of Pennsylvania and has total assets in excess of $4.6 billion.  The Bank offers a comprehensive portfolio of products and services to meet the banking needs of the communities it serves. To learn more about Mid Penn Bank, visit www.midpennbank.com .

About PennCrest Bank

PennCrest Bank is a Pennsylvania-chartered mutual savings bank based in Altoona, Pennsylvania, with total assets of more than $200 million. PennCrest was founded in 1939 and operates seven locations in Blair and Cambria counties.  PennCrest is focused on serving the needs of local small businesses and community members with high quality products and unsurpassed service.  To learn more about PennCrest, visit www.penncrest.bank.