| LETTER TO SHAREHOLDERS |
I |
| NOTICE OF SPECIAL MEETING TO THE SHAREHOLDERS OF MID PENN BANCORP, INC |
III |
| NOTICE OF SPECIAL MEETING TO THE SHAREHOLDERS OF WILLIAM PENN BANCORPORATION |
V |
| HOW TO OBTAIN ADDITIONAL INFORMATION |
VII |
| ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS |
VIII |
| TABLE OF CONTENTS |
IX |
| QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS |
1 |
| Questions about the Merger |
1 |
| Questions about the Mid Penn Special Meeting |
4 |
| Questions about the William Penn Special Meeting |
8 |
| SUMMARY |
13 |
| UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS AND PER SHARE DATA |
22 |
| RISK FACTORS |
39 |
| CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS |
47 |
| THE MERGER |
49 |
| Background of the Merger |
49 |
| William Penn's Reasons for the Merger |
53 |
| Recommendation of William Penn's Board of Directors |
57 |
| Opinion of William Penn's Financial Advisor |
57 |
| Mid Penn's Reasons for the Merger |
70 |
| Recommendation of Mid Penn's Board of Directors |
72 |
| Opinion of Keefe, Bruyette & Woods, Inc. to Mid Penn's Board of Directors |
72 |
| Certain Prospective Financial Information of the Parties |
84 |
| Board of Directors and Management of Mid Penn Following Completion of the Merger |
87 |
| Regulatory Approvals Required for the Merger |
88 |
| INTERESTS OF WILLIAM PENN'S DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER |
89 |
| Treatment of Stock Options |
89 |
| Treatment of Restricted Stock |
89 |
| Change in Control Agreements with Alan B. Turner, Jeannine Cimino, Amy J. Logan and Jonathan T. Logan |
89 |
| Employment Agreement with Kenneth J. Stephon |
90 |
| Indemnification |
91 |
| Directors' and Officers' Insurance |
91 |
| THE MERGER AGREEMENT |
92 |
| Terms of the Merger |
92 |
| Closing and Effective Time of the Merger |
92 |
| Consideration to Be Received in the Merger |
92 |
| Conversion of Shares; Letter of Transmittal; Exchange of Certificates |
93 |
| Dividends and Distributions |
94 |
| Representations and Warranties |
94 |
| Covenants and Agreements |
96 |
| William Penn Bank Post-Closing Operation |
100 |
| Shareholder Meetings |
100 |
| Agreement Not to Solicit Other Offers |
100 |
| Expenses and Fees |
102 |
| Indemnification and Insurance |
103 |
| Conditions to Complete the Merger |
103 |
| Termination of the Merger Agreement |
104 |
| Termination Fee |
105 |
| Amendment, Waiver and Extension of the Merger Agreement |
105 |
| Untitled46 |
105 |
| ACCOUNTING TREATMENT |
107 |
| MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER |
108 |
| THE MID PENN SPECIAL MEETING |
111 |
| MID PENN SPECIAL MEETING-PROPOSAL NO. 1 |
113 |
| MID PENN SHARE ISSUANCE PROPOSAL PURSUANT TO THE MERGER AGREEMENT |
113 |
| MID PENN SPECIAL MEETING-PROPOSAL NO. 2 |
113 |
| MID PENN ADJOURNMENT PROPOSAL |
113 |
| INFORMATION ABOUT MID PENN BANCORP, INC. |
114 |
| Business |
114 |
| THE WILLIAM PENN SPECIAL MEETING |
115 |
| WILLIAM PENN SPECIAL MEETING-PROPOSAL NO. 1 |
118 |
| WILLIAM PENN MERGER PROPOSAL |
118 |
| WILLIAM PENN SPECIAL MEETING-PROPOSAL NO. 2 |
118 |
| WILLIAM PENN ADJOURNMENT PROPOSAL |
118 |
| INFORMATION ABOUT WILLIAM PENN BANCORPORATION |
119 |
| Business |
119 |
| COMPARISON OF SHAREHOLDERS' RIGHTS |
120 |
| COMMON STOCK INFORMATION |
125 |
| LEGAL MATTERS |
126 |
| EXPERTS |
127 |
| OTHER MATTERS |
128 |
| WHERE YOU CAN FIND MORE INFORMATION |
129 |
| INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE |
130 |
| Annex A Agreement and Plan of Merger, dated October 31, 2024 |
133 |
| Annex B Opinion of Piper Sandler & Co. |
225 |
| Annex C Opinion of Keefe, Bruyette & Woods, Inc. |
229 |