Mid Penn Bancorp, Inc. (“Mid Penn”) (NASDAQ: MPB) and Riverview
Financial Corporation (“Riverview”) (NASDAQ: RIVE) announced today
that they have received all required approvals from the applicable
bank regulatory agencies to complete the proposed merger of
Riverview with and into Mid Penn. Pending receipt of approval from
shareholders of Mid Penn and Riverview, and certain other customary
closing conditions, the parties intend to close the transaction in
the fourth quarter of 2021. Following completion of the merger,
Riverview Bank will be merged with and into Mid Penn Bank.
“We are pleased to have received regulatory approval of our
merger that supports our growth objectives, complements our
franchise, and propels long-term shareholder value,” said Mid Penn
President and CEO Rory G. Ritrievi. “Mid Penn and Riverview
continue to work collectively towards a fourth-quarter closing of
this transaction and are meeting timelines and milestones as
expected.”
The merger will extend Mid Penn’s footprint into attractive new
markets, including the Lehigh Valley and State College region, and
will expand its presence in Western Pennsylvania. Mid Penn, on a
pro forma basis following completion of the merger, is projected to
have $4.7 billion in assets.
About Mid Penn Bancorp, Inc.
Mid Penn Bancorp Inc. (NASDAQ: MPB), headquartered in
Millersburg, Pennsylvania, has been serving the community since
1868. Mid Penn has 36 retail locations in the state of Pennsylvania
and total assets of more than $3 billion. Its footprint includes
Berks, Bucks, Chester, Cumberland, Dauphin, Fayette, Lancaster,
Luzerne, Montgomery, Northumberland, Schuylkill and Westmoreland
counties. The bank offers a comprehensive portfolio of products and
services to meet the banking needs of the communities it serves. To
learn more about Mid Penn Bank, visit www.midpennbank.com.
About Riverview Financial Corporation
Riverview Financial Corporation is the parent company of
Riverview Bank. An independent community bank, Riverview Bank
serves the Pennsylvania market areas of Berks, Blair, Bucks,
Centre, Clearfield, Cumberland, Dauphin, Huntingdon, Lebanon,
Lehigh, Lycoming, Perry and Schuylkill Counties through 23
community banking offices and three limited purpose offices. Each
office, interdependent with the community, offers a comprehensive
array of financial products and services to individuals,
businesses, not-for-profit organizations and government
entities.
Important Additional Information and Where to Find
It
In connection with the proposed transaction, Mid Penn has filed
with the U.S. Securities and Exchange Commission (the “SEC”) a
Registration Statement on Form S-4 that includes a joint proxy
statement of Mid Penn and Riverview and a prospectus of Mid Penn
(the “Joint Proxy/Prospectus”), and each of Mid Penn and Riverview
may file with the SEC other relevant documents concerning the
proposed transaction. The definitive Joint Proxy/Prospectus has
been mailed to shareholders of Mid Penn and Riverview. SHAREHOLDERS
ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT
PROXY/PROSPECTUS REGARDING THE PROPOSED TRANSACTION CAREFULLY AND
IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC BY MID PENN AND RIVERVIEW, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT MID PENN, RIVERVIEW AND THE PROPOSED
TRANSACTION.
Free copies of the Registration Statement and the Joint
Proxy/Prospectus, as well as other filings containing information
about Mid Penn and Riverview, may be obtained at the SEC’s website
(http://www.sec.gov) when they are filed. You will also be able to
obtain these documents, when they are filed, free of charge, by
directing a request to Mid Penn Bancorp, Inc., 349 Union Street,
Millersburg, Pennsylvania 17061, attention: Investor Relations
(telephone (717) 692-7105), or by directing a request to Riverview
Financial Corporation, 3901 North Front Street, Harrisburg,
Pennsylvania 17110, attention: Investor Relations (telephone (717)
957-2196)
Participants in the Solicitation
Mid Penn, Riverview and certain of their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Mid Penn or
Riverview in respect of the proposed transaction. Information about
Mid Penn’s directors and executive officers is available in its
proxy statement for its 2021 annual meeting of shareholders, which
was filed with the SEC on March 25, 2021, and other documents filed
by Mid Penn with the SEC. Information regarding Riverview’s
directors and executive officers is available in its proxy
statement for its 2021 annual meeting of shareholders, which was
filed with the SEC on April 28, 2021, and other documents filed by
Riverview with the SEC. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
Joint Proxy/Prospectus and other relevant materials filed with the
SEC. Free copies of this document may be obtained as described in
the preceding paragraph.
This document is not an offer to sell shares of Mid Penn’s
securities which may be issued in the proposed transaction. Such
securities are offered only by means of the Joint Proxy/Prospectus
referred to above.
Safe Harbor for Forward-Looking Statements
This document may contain forward-looking statements as defined
in the Private Securities Litigation Reform Act of 1995. Actual
results and trends could differ materially from those set forth in
such statements due to various risks, uncertainties and other
factors. Such risks, uncertainties and other factors that could
cause actual results and experience to differ from those projected
include, but are not limited to, the following: the continued
effectiveness of regulatory approvals and the satisfaction of other
closing conditions to the merger, including approval by
shareholders of Mid Penn and Riverview; the timing of closing the
merger; difficulties and delays in integrating the business or
fully realizing cost savings and other benefits; ineffectiveness of
the company’s business strategy due to changes in current or future
market conditions; the effects of competition, and of changes in
laws and regulations, including industry consolidation and
development of competing financial products and services; interest
rate movements; changes in credit quality; inability to achieve
other merger-related synergies; difficulties in integrating
distinct business operations, including information technology
difficulties; volatilities in the securities markets; and
deteriorating economic conditions, and other risks and
uncertainties, including those detailed in Mid Penn Bancorp, Inc.’s
and Riverview Financial Corporation’s filings with the Securities
and Exchange Commission (SEC).
Contact:
Mid Penn Bancorp, Inc.
Matt Miller
matt.miller@midpennbank.com
484-527-4025
Riverview Financial Corporation
Scott A. Seasock,
sseasock@riverviewbankpa.com
717-827-4039
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