MILLERSBURG, Pa., Jan. 16, 2018 (GLOBE NEWSWIRE) -- Mid Penn Bancorp, Inc. (NASDAQ:MPB), headquartered in Millersburg, Pennsylvania, and First Priority Financial Corp. (OTCQX:FPBK), headquartered in Malvern, Pennsylvania, today jointly announced the signing of a definitive merger agreement pursuant to which Mid Penn will acquire First Priority in an all-stock transaction valued at approximately $82 million based upon Mid Penn’s 20-day volume weighted average price of $33.71 as of January 12, 2018. The merger, unanimously approved by both boards of directors, will expand Mid Penn’s footprint into the attractive demographic markets of southeastern Pennsylvania, including Chester, Berks, Montgomery and Bucks counties, creating a community banking franchise with approximately $2.2 billion in assets, $1.8 billion in deposits and $1.6 billion in loans.
Under the terms of the merger agreement, shareholders of First Priority common stock will receive 0.3481 shares of Mid Penn common stock for each share of First Priority common stock they own. All options to purchase First Priority common stock will be cashed out upon completion of the merger.
"We are pleased to be partnering with First Priority which, much like Mid Penn, has developed a reputation for providing excellent service and customized solutions to its customers,” said Mid Penn President and CEO Rory G. Ritrievi. "This merger provides us with the opportunity to expand into several new and dynamic markets while also bringing on board a number of well-respected, talented employees from all areas of the bank. It also provides an attractive financial return to both sets of shareholders. We look forward to continuing our development of a statewide presence, and inviting customers throughout southeastern Pennsylvania to experience the Mid Penn brand of community banking.”
"At First Priority Bank, we are very focused on providing our customers with exceptional service and our shareholders with a meaningful return on their investment," said First Priority Chairman and CEO David E. Sparks. “Mid Penn is an ideal partner for First Priority, one with a strategic focus on their customers, employees, shareholders and community. This partnership will enable us to provide even more value to these constituencies. We are very pleased to announce this merger and look forward to being a part of Mid Penn’s growing footprint.”
The transaction is expected to be accretive to earnings per share with a tangible book value dilution earn back in under 3 years.
Subject to customary closing conditions, including the receipt of regulatory and shareholder approvals, the merger is expected to close in the third quarter of 2018. Following completion of the merger, First Priority Bank will be merged with and into Mid Penn Bank and will operate as “First Priority Bank, a division of Mid Penn Bank.” Four First Priority Directors will join the boards of Mid Penn and Mid Penn Bank, including David E. Sparks, who will lead the First Priority division and have an active leadership role in the combined company as Chief Strategic Advisor.
Sandler O’Neill + Partners, L.P. served as financial advisor and Pillar+Aught served as legal advisor to Mid Penn in the transaction. Griffin Financial Group LLC acted as financial advisor and Stevens & Lee, P.C. acted as legal advisor to First Priority.
About Mid Penn Bancorp, Inc.
Mid Penn Bancorp, Inc. (NASDAQ:MPB), headquartered in Millersburg, Pa., has been serving the community since 1868. Mid Penn has 29 retail locations in the state of Pennsylvania. Its footprint includes Cumberland, Dauphin, Fayette, Lancaster, Luzerne, 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 First Priority Financial Corp.
First Priority Financial Corp. has total assets of approximately $610 million. Headquartered in Malvern, Pa., First Priority provides personal banking, business banking and wealth management services through its seven locations in Chester, Berks, Montgomery and Bucks counties. Additional information is available through the bank’s website at www.fpbk.com.
