exchange ratio was fair to the holders of William Penn common stock from a financial point of view. The full text of Piper Sandler’s opinion is attached as Annex B to this proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of William Penn common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger. Piper Sandler’s opinion was directed to the board of directors of William Penn in connection with its consideration of the merger and the Agreement and does not constitute a recommendation to any shareholder of William Penn as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger and the Agreement. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the exchange ratio to the holders of William Penn common stock and did not address the underlying business decision of William Penn to engage in the merger, the form or structure of the merger or any other transactions contemplated in the Agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for William Penn or the effect of any other transaction in which William Penn might engage. Piper Sandler also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of William Penn or Mid Penn Bancorp, Inc. (“Mid Penn”), or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. Piper Sandler’s opinion was approved by Piper Sandler’s fairness opinion committee. In connection with its opinion, Piper Sandler reviewed and considered, among other things: • an execution version of the Agreement; • certain publicly available financial statements and other historical financial information of William Penn and its subsidiary, William Penn Bank, that Piper Sandler deemed relevant as well as certain preliminary financial information for William Penn Bank for the quarter ending September 30, 2024, as provided by the senior management of William Penn; • certain publicly available financial statements and other historical financial information of Mid Penn and its subsidiary, Mid Penn Bank, that Piper Sandler deemed relevant; • internal financial projections for William Penn for the years ending December 31, 2024 through December 31, 2027 with a long-term annual balance sheet and net income growth rate for the years thereafter and estimated dividends per share for William Penn for the years ending December 31, 2024 through December 31, 2028, as provided by the senior management of William Penn; • publicly available median analyst earnings per share estimates for Mid Penn for the years ending December 31, 2024 through December 31, 2026 as well as an estimated long-term annual earnings per share growth rate for the years thereafter and estimated dividends per share for Mid Penn for the years ending December 31, 2024 through December 31, 2028, as provided by the senior management of Mid Penn; • the pro forma financial impact of the merger on Mid Penn based on certain assumptions relating to transaction expenses, cost savings and purchase accounting adjustments, as well as estimated net income for William Penn for the years ending December 31, 2024 through December 31, 2028, as provided by the senior management of Mid Penn; • the publicly reported historical price and trading activity for William Penn common stock and Mid Penn common stock, including a comparison of certain stock market information for William Penn common stock and Mid Penn common stock and certain stock indices, as well as publicly available information for certain other similar companies, the securities of which are publicly traded; 58
RkJQdWJsaXNoZXIy NTYwMjI1