• the regulatory and other approvals required in connection with the merger and the bank merger and the expectation that such approvals would be received in a timely manner and without unacceptable conditions; • its review with William Penn’s outside legal advisor, Kilpatrick Townsend, of the terms of the merger agreement, including the representations and warranties, covenants, deal protection and termination provisions, tax treatment and closing conditions; and • the fact that William Penn shareholders would own approximately 15.9% of the surviving corporation following the completion of the transaction (and after also giving effect to Mid Penn’s public offering conducted in connection with the announcement of the merger). The William Penn board of directors also considered potential risks related to the merger but concluded that the anticipated benefits of the merger were likely to substantially outweigh these risks. These potential risks include: • the regulatory and other approvals required in connection with the merger and the bank merger and the risk that such regulatory approvals may not be received in a timely manner or at all or may impose unacceptable conditions; • certain anticipated merger-related costs that William Penn expects to incur, including a number of non-recurring costs in connection with the merger even if the merger is not ultimately consummated, including a potential $4,900,000 termination fee if the merger agreement is terminated under certain circumstances; • the possibility of encountering difficulties in achieving anticipated synergies and cost savings in the amounts estimated or in the time frame contemplated; • the possibility of encountering difficulties in successfully maintaining existing customer and employee relationships; • the possibility of encountering difficulties in successfully integrating William Penn’s and Mid Penn’s business, operations and workforce; • the risk of losing key William Penn or Mid Penn employees during the pendency of the merger and thereafter; • the possible diversion of management attention and resources from the operation of William Penn’s business or other strategic opportunities towards the completion of the merger; • the fact that the exchange ratio provides for a fixed number of shares of Mid Penn common stock for each share of William Penn common stock and, as such, holders of William Penn common stock cannot be certain, at the time of the William Penn special meeting, of the market value of the merger consideration they will receive, and the possibility that holders of William Penn common stock could be adversely affected by a decrease in the market price of Mid Penn common stock before closing; • the fact that the merger agreement places certain restrictions on the conduct of William Penn’s business prior to the completion of the merger, which are customary for public company merger agreements involving financial institutions, but which, subject to specific exceptions, could delay or prevent William Penn from undertaking business opportunities that might arise or any other action it would otherwise take with respect to the operations of William Penn absent the pending completion of the merger; • the potential for legal claims challenging the merger; • the fact that William Penn shareholders are not entitled to dissenters’ rights or appraisal rights under the merger agreement or Maryland law; and • the other risks described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.” 56
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