Termination of the merger agreement could negatively affect William Penn and Mid Penn. If the merger agreement is terminated, there may be various consequences, including the fact that Mid Penn and/ or William Penn may experience negative reactions from the financial markets and from each party’s respective customers and employees. Certain costs related to the transactions contemplated by the merger agreement, such as legal, accounting and certain financial advisory fees, must be paid even if the merger is not completed. In addition, William Penn’s businesses may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. If the merger agreement is terminated and William Penn’s board of directors seeks another merger or business combination, William Penn shareholders cannot be certain that William Penn will be able to find a party willing to offer equivalent or more attractive consideration than the consideration Mid Penn has agreed to provide in the merger. If the merger agreement is terminated and a different business combination is pursued, William Penn may also be required to pay a termination fee of $4,900,000 to Mid Penn under certain circumstances. Finally, if the merger is not completed, whether because of the failure to receive required regulatory approvals in a timely fashion or because one of the parties has breached its obligations in a way that permits termination of the merger agreement, or for any other reason, Mid Penn’s and William Penn’s stock prices may decline to the extent that the current market price reflects a market assumption that the merger will be completed. See “The Merger Agreement—Termination Fee” beginning on page 105. The opinions rendered by Piper Sandler and KBW, respectively, to William Penn’s and Mid Penn’s respective boards of directors prior to the entry into the merger agreement will not reflect changes in circumstances subsequent to the date that such opinions were rendered. Piper Sandler delivered an opinion to William Penn’s board of directors regarding the fairness, from a financial point of view, of the exchange ratio in the proposed merger on October 31, 2024, and KBW delivered an opinion to Mid Penn’s board of directors regarding the fairness, from a financial point of view, of the exchange ratio in the proposed merger on the same date. Changes in the operations and prospects of Mid Penn or William Penn, general market and economic conditions and other factors that may be beyond the control of Mid Penn and William Penn may alter the value of Mid Penn or William Penn or the price of shares of Mid Penn common stock or William Penn common stock by the time the merger is completed. The opinions do not speak to the time the merger will be completed or to any other date other than the date of such opinions. For a description of the opinion that William Penn received from Piper Sandler, please see “The Merger—Opinion of William Penn’s Financial Advisor” beginning on page 57 of this joint proxy statement/prospectus. For a description of the opinion that Mid Penn received from KBW, please see “The Merger—Opinion of Keefe, Bruyette & Woods, Inc. to Mid Penn’s Board of Directors” beginning on page 72 of this joint proxy statement/prospectus. The unaudited pro forma combined consolidated financial statements included in this document are preliminary, and the actual financial condition and results of operations of the resulting company after the merger may differ materially. The unaudited pro forma combined consolidated financial statements in this joint proxy statement/prospectus are presented for illustrative purposes only and are not necessarily indicative of what the resulting company’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma combined consolidated financial data, while helpful in illustrating the financial characteristics of the resulting company under one set of assumptions, do not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, do not attempt to predict or suggest future results. The unaudited pro forma combined consolidated financial statements reflect adjustments, which are based upon preliminary estimates, to record the William Penn identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based on the actual purchase price and fair value of the assets and liabilities of Mid Penn as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments 42
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