KBW also reviewed the price per common share paid for the acquired company for the eight selected transactions involving publicly traded acquired companies as a premium/discount to the closing price of the acquired company one day prior to the announcement of the respective transaction (expressed as a percentage and referred to as the one-day market premium). The resulting transaction multiples and premiums for the selected transactions were compared with the corresponding transaction multiples and premiums for the proposed merger based on the indicative transaction value for the merger of $13.58 per outstanding share of William Penn common stock and using historical financial information for William Penn as of or for the 12-month period ended September 30, 2024, William Penn’s 2025 EPS estimate taken from financial forecasts and projections of William Penn provided by Mid Penn management (which gave effect to the realignment of the William Penn franchise) and the closing price of William Penn common stock on October 30, 2024. The results of the analysis are set forth in the following table: Selected Transactions Mid Penn / William Penn 25th Percentile Median Average 75th Percentile Price / Tangible Book Value per Share . . . . . . . . . . . . . . . . . . 1.02x 1.02x 1.10x 1.15x 1.39x Pay to Trade Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.84x 0.77x 0.86x 0.83x 0.97x Core Deposit Premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.7%) 0.3% 1.7% 1.3% 3.2% Price/LTMEPS ................................... NM(1) 15.4x 16.4x 18.6x 19.8x Price/FWDEPS ................................... NM(1) 11.8x 13.8x 13.8x 15.8x One-Day Market Premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.4% 19.9% 40.6% 41.7% 66.4% (1) Multiples were considered to be not meaningful (“NM”) because they were less than 0.0x No company or transaction used as a comparison in the above selected transaction analysis is identical to William Penn or the proposed merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved. Relative Contribution Analysis. KBW analyzed the relative standalone contribution of Mid Penn and William Penn to various pro forma balance sheet and income statement items and the combined market capitalization of the companies. This analysis did not include purchase accounting adjustments or cost savings. To perform this analysis, KBW used (i) balance sheet and income statement data for Mid Penn and William Penn as of or for the 12-month period ended September 30, 2024, (ii) publicly available consensus “street estimates” of Mid Penn as of October 25, 2024 and financial forecasts and projections of William Penn provided by Mid Penn management (which gave effect to the realignment of the William Penn franchise), and (iii) market price information as of October 30, 2024. The results of KBW’s analysis are set forth in the following table, which also compares the results of KBW’s analysis with the respective implied pro forma ownership percentages of Mid Penn shareholders and William Penn shareholders in the combined company based on the 0.4260x exchange ratio provided for in the merger agreement: Mid Penn % of Total William Penn % of Total Ownership: Ownership at 0.4260x exchange ratio . . . . . . . . . . . . . . 82% 18% Market Information: Pre-Transaction Market Capitalization . . . . . . . . . . . . . 82% 18% Balance Sheet: Assets ....................................... 87% 13% Gross Loans Held For Investment . . . . . . . . . . . . . . . . . 91% 9% Deposits ..................................... 88% 12% Tangible Common Equity . . . . . . . . . . . . . . . . . . . . . . . 78% 22% 82
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