Piper Sandler noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results. Pro Forma Transaction Analysis. Piper Sandler analyzed certain potential pro forma effects of the merger on Mid Penn assuming the transaction closes on June 30, 2025. Piper Sandler utilized the following information and assumptions: (a) 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, (b) 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, and (c) certain assumptions relating to transaction expenses, cost savings and purchase accounting adjustments, as provided by the senior management of Mid Penn. The analysis indicated that the transaction could be accretive to Mid Penn’s estimated earnings per share (excluding one-time transaction costs and expenses) in the years ending December 31, 2025 through December 31, 2027 and dilutive to Mid Penn’s estimated tangible book value per share at close and for the years ending December 31, 2025 and December 31, 2026 and accretive for the year ending December 31, 2027. In connection with this analysis, Piper Sandler considered and discussed with William Penn’s board of directors how the analysis would be affected by changes in the underlying assumptions, including the impact of final purchase accounting adjustments determined at the closing of the transaction, and noted that the actual results achieved by the combined company may vary from projected results and the variations may be material. Piper Sandler’s Relationship. Piper Sandler is acting as William Penn’s financial advisor in connection with the transaction and will receive a fee for such services in an amount equal to 1.25% of the aggregate purchase price, which fee is contingent upon the closing of the merger. At the time of announcement of the transaction, Piper Sandler’s fee was approximately $1.6 million. Piper Sandler also received a $250,000 fee from William Penn upon rendering its opinion, which opinion fee will be credited in full towards the advisory fee which will become payable to Piper Sandler upon closing of the transaction. William Penn has also agreed to indemnify Piper Sandler against certain claims and liabilities arising out of Piper Sandler’s engagement and to reimburse Piper Sandler for certain of its out-of-pocket expenses incurred in connection with Piper Sandler’s engagement. In the two years preceding the date of Piper Sandler’s opinion, Piper Sandler did not provide any other investment banking services to William Penn. As previously disclosed to the senior management of William Penn, Piper Sandler provided certain investment banking services to Mid Penn in the two years preceding the date of its opinion. Specifically, Piper Sandler rendered an opinion to the board of directors of Mid Penn in connection with Mid Penn’s acquisition of Brunswick Bancorp in December 2022, for which Piper Sandler received a fee of $200,000. In addition, with William Penn’s knowledge and prior written consent, Piper Sandler acted as joint book-running manager for Mid Penn in connection with Mid Penn’s offer and sale of common stock, which transaction occurred on November 1, 2024 and for which Piper Sandler received underwriting fees of approximately $1.7 million. Piper Sandler may provide certain investment banking services to Mid Penn in the future, including during the pendency of the merger. In the ordinary course of Piper Sandler’s business as a broker-dealer, Piper Sandler may purchase securities from and sell securities to William Penn, Mid Penn and their respective affiliates. Piper Sandler may also actively trade the equity and debt securities of William Penn, Mid Penn and their respective affiliates for Piper Sandler’s account and for the accounts of Piper Sandler’s customers. 69
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