In performing its analyses, Piper Sandler also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of William Penn, Mid Penn, and Piper Sandler. The analyses performed by Piper Sandler are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Piper Sandler prepared its analyses solely for purposes of rendering its opinion and provided such analyses to William Penn’s board of directors at its October 31, 2024 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Piper Sandler’s analyses do not necessarily reflect the value of William Penn common stock or Mid Penn common stock or the prices at which William Penn or Mid Penn common stock may be sold at any time. The analyses of Piper Sandler and its opinion were among a number of factors taken into consideration by William Penn’s board of directors in making its determination to approve the Agreement and the analyses described below should not be viewed as determinative of the decision of William Penn’s board of directors with respect to the fairness of the exchange ratio. Summary of Proposed Merger Consideration and Implied Transaction Metrics. Piper Sandler reviewed the financial terms of the proposed merger. Pursuant to the terms of the Agreement, at the effective time of the merger each share of William Penn common stock issued and outstanding immediately prior to the effective time of the transaction, except for certain shares as set forth in the Agreement, shall be converted into the right to receive 0.426 of a share of Mid Penn common stock. Piper Sandler calculated an aggregate implied transaction value of approximately $128.45 million and an implied purchase price per share of $13.68 consisting of the implied value of 9,208,217 shares of William Penn common stock outstanding (inclusive of 313,989 shares of William Penn restricted stock awards) and 1,264,000 options outstanding with a weighted average exercise price of $11.71, and based on the closing price of Mid Penn common stock on October 29, 2024. Based upon financial information for William Penn as of or for the last twelve months (“LTM”) ended September 30, 2024, and the closing price of William Penn’s common stock on October 29, 2024, Piper Sandler calculated the following implied transaction metrics: Transaction Price Per Share / Tangible Book Value Per Share . . . 102% Transaction Price Per Share / LTM Earnings Per Share . . . . . . . . . NM1 Transaction Price Per Share / MRQ Annualized Earnings Per Share .............................................. NM1 Transaction Price Per Share / 2024E Earnings Per Share2 . . . . . . . NM1 Transaction Price Per Share / 2025E Earnings Per Share2 . . . . . . . NM1 Tangible Book Premium / Core Deposits (CDs > $100K)3 . . . . . . 1.0% Premium to William Penn Market Price as of October 29, 2024 .............................................. 7.3% 1 “NM” stands for “Not Meaningful” denoting a multiple greater than 40.0x or less than 0.0x 2 As provided by the senior management of William Penn 3 Core deposits equal to total deposits less CDs greater than $100,000 Stock Trading History. Piper Sandler reviewed the publicly available historical reported trading prices of William Penn common stock and Mid Penn common stock for the one-year and three-year periods ended October 29, 2024. Piper Sandler then compared the relationship between the movements in the price of William Penn common stock and Mid Penn common stock, respectively, to movements in their respective peer groups (as described below) as well as certain stock indices. 61
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