reflected in this document. See “Unaudited Pro Forma Combined Consolidated Financial Data” beginning on page 22 for a more complete discussion. The merger agreement may be terminated in accordance with its terms and the merger may not be completed for other reasons. The merger agreement is subject to a number of conditions that must be fulfilled in order to complete the merger. Those conditions include, among others: approval of the merger agreement by William Penn shareholders and approval of the share issuance by Mid Penn shareholders, regulatory approvals, absence of orders prohibiting the completion of the merger, effectiveness of the registration statement of which this joint proxy statement/ prospectus is a part, approval of the shares of Mid Penn common stock to be issued to William Penn shareholders for listing on the Nasdaq Global Market, the continued accuracy of the representations and warranties by both parties, the performance by both parties of their covenants and agreements, and the receipt by both parties of legal opinions from their respective tax counsels. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 104 for a more complete discussion of the circumstances under which the merger agreement could be terminated. The conditions to closing of the merger may not be fulfilled and the merger may not be completed. Failure to complete the merger could negatively affect the market price of Mid Penn’s and William Penn’s common stock. If the merger is not completed for any reason, Mid Penn and William Penn will be subject to a number of material risks, including the following: • the market price of William Penn common stock may decline to the extent that the current market prices of its common stock already reflect a market assumption that the merger will be completed; • costs relating to the merger, such as legal, accounting and financial advisory fees, and, in specified circumstances, additional reimbursement and termination fees, must be paid even if the merger is not completed; and • the diversion of management’s attention from the day-to-day business operations and the potential disruption to each company’s employees and business relationships during the period before the completion of the merger may make it difficult to regain financial and market positions if the merger does not occur. William Penn will be subject to business uncertainties and contractual restrictions while the merger is pending. Uncertainty about the effect of the merger on employees and customers may have an adverse effect on William Penn and consequently on Mid Penn. These uncertainties may impair William Penn’s ability to attract, retain and motivate key personnel until the merger is consummated, and could cause customers and others that deal with William Penn to seek to change existing business relationships with William Penn. Retention of certain employees may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with Mid Penn. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Mid Penn, Mid Penn’s business following the merger could be harmed. In addition, the merger agreement restricts William Penn from taking certain actions until the merger occurs without the consent of Mid Penn. These restrictions may prevent William Penn from pursuing attractive business opportunities that may arise prior to the completion of the merger. Please see the section entitled “The Merger Agreement—Covenants and Agreements” beginning on page 96 of this joint proxy statement/prospectus for a description of the restrictive covenants to which William Penn is subject under the merger agreement. 43
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