• the relative merits of the merger as compared to any strategic alternatives that are, have been or may be available to or contemplated by Mid Penn or the Mid Penn board; • any business, operational or other plans with respect to William Penn or the pro forma entity that may be contemplated by Mid Penn or the Mid Penn board or that may be implemented by Mid Penn or the Mid Penn board subsequent to the closing of the merger; • the fairness of the amount or nature of any compensation to any of Mid Penn’s officers, directors or employees, or any class of such persons, relative to any compensation to the holders of Mid Penn common stock or relative to the exchange ratio; • the effect of the merger or any related transaction on, or the fairness of the consideration to be received by, holders of any class of securities of Mid Penn, William Penn or any other party to any transaction contemplated by the merger agreement; • any adjustment (as provided in the merger agreement) to the exchange ratio assumed to be paid in the merger for purposes of KBW’s opinion; • the actual value of Mid Penn common stock to be issued in connection with the merger; • the prices, trading range or volume at which Mid Penn common stock or William Penn common stock would trade following the public announcement of the merger or the prices, trading range or volume at which Mid Penn common stock would trade following the consummation of the merger; • any advice or opinions provided by any other advisor to any of the parties to the merger or any other transaction contemplated by the merger agreement; or • any legal, regulatory, accounting, tax or similar matters relating to Mid Penn, William Penn or any of their respective shareholders, or relating to or arising out of or as a consequence of the merger or any other related transaction, including whether or not the merger would qualify as a tax-free reorganization for United States federal income tax purposes. In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, Mid Penn and William Penn. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the KBW opinion was among several factors taken into consideration by the Mid Penn board in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the Mid Penn board with respect to the fairness of the exchange ratio. The type and amount of consideration payable in the merger were determined through negotiation between Mid Penn and William Penn and the decision of Mid Penn to enter into the merger agreement was solely that of the Mid Penn board. The following is a summary of the material financial analyses presented by KBW to the Mid Penn board in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the Mid Penn board, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. 76
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