Orrstown Financial Services, Inc., Peapack-Gladstone Financial Corporation, Peoples Financial Services Corp., Primis Financial Corp., Shore Bancshares, Inc., and TrustCo Bank Corp NY 7 Bank level Call Report total risk-based capital estimated as the sum of tier 1 capital and loan loss reserve as of the most recently reported quarter for BCB Bancorp, Inc., MVB Financial Corp., and Northfield Bancorp, Inc. (Staten Island, NY) 8 Data excluded and shown as “NM”, standing for “Not Meaningful”, for Primis Financial Corp. due to a multiple greater than 40.0x or less than 0.0x Note: Financial data for Arrow Financial Corporation, Farmers & Merchants Bancorp, Inc., MVB Financial Corp., and Peoples Financial Services Corp. as of or for the period ended June 30, 2024; Institutions not shown pro forma for pending or recently closed acquisitions or divestitures Analysis of Precedent Transactions. Piper Sandler reviewed a nationwide group of merger and acquisition transactions. The group consisted of nationwide bank and thrift transactions announced between January 1, 2023 and October 29, 2024 with target total assets between $500 million and $5.0 billion at announcement, but excluded targets with disclosed LTM ROAA at announcement greater than or equal to 0.75% and transactions with non-disclosed deal values, private investors, private equity buyers, or Credit Union buyers (the “Nationwide Precedent Transactions”). The Nationwide Precedent Transactions group was composed of the following transactions: Acquiror Target Mifflinburg Bancorp, Inc. Northumberland Bancorp TowneBank Village Bank and Trust Financial Corp. EverBank Financial Corp Sterling Bancorp, Inc. (Southfield, MI) Camden National Corporation Northway Financial, Inc. ConnectOne Bancorp, Inc. The First of Long Island Corporation ChoiceOne Financial Services, Inc. Fentura Financial, Inc. ACNB Corporation Traditions Bancorp, Inc. West Coast Community Bancorp 1st Capital Bancorp Alerus Financial Corporation HMN Financial, Inc. Hope Bancorp, Inc. Territorial Bancorp Inc. Business First Bancshares, Inc. Oakwood Bancshares, Inc. First National Corporation Touchstone Bankshares, Inc. Dogwood State Bank Community First Bancorporation NexTier Incorporated Mars Bancorp, Inc. Using the latest publicly available information prior to the announcement of the relevant transaction, Piper Sandler reviewed the following transaction metrics: transaction price to last-twelve-months earnings per share, transaction price to tangible book value per share, core deposit premium, and 1-day market premium. Piper Sandler compared the indicated transaction metrics for the transaction to the median, mean, low and high metrics of the Nationwide Precedent Transactions group. Nationwide Precedent Transactions Mid Penn / William Penn Median Mean Low High Transaction Price / LTM Earnings Per Share¹ (x) ................ NM 17.3 18.9 12.7 31.8 Transaction Price / Tangible Book Value Per Share (%) . . . . . . . . . . . 102 108 106 31 171 Tangible Book Value Premium to Core Deposits (%) . . . . . . . . . . . . . 1.0 1.2 0.0 (14.2) 8.8 1-Day Market Premium (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.3 39.6 38.4 (0.8) 90.6 1 Data excluded and shown as “NM”, standing for “Not Meaningful”, for Mid Penn / William Penn and TowneBank / Village Bank and Trust Financial Corp. due to a multiple greater than 40.0x or less than 0.0x 66
RkJQdWJsaXNoZXIy NTYwMjI1