Item 1.01
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Entry into a Material Definitive Agreement
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On June 30, 2021, Riverview Financial Corporation (“Riverview”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mid Penn Bancorp, Inc. (“Mid Penn”) pursuant to which Riverview will merge with and into Mid Penn (the “Merger”), with Mid Penn being the surviving corporation in the Merger. Upon consummation of the Merger, Riverview Bank, a wholly-owned subsidiary of Riverview, will be merged with and into Mid Penn Bank (the “Bank Merger”), a wholly-owned subsidiary of Mid Penn, with Mid Penn Bank being the surviving bank in the Bank Merger. The Merger Agreement was unanimously approved by the boards of directors of Mid Penn and Riverview.
Subject to the terms and conditions of the Merger Agreement, upon consummation of the Merger, each share of common stock of Riverview will be converted into 0.4833 shares of Mid Penn common stock, subject to the payment of cash in lieu of fractional shares. It is expected that the Merger will be completed in the fourth quarter of 2021.
At the effective time of the Merger, Mid Penn shall appoint two (2) current members of Riverview’s Board of Directors, who shall be designated prior to the effective time of the Merger by Riverview’s Board of Directors after consultation with Mid Penn, as directors of Mid Penn and Mid Penn shall cause Mid Penn Bank to appoint three (3) current members of Riverview’s Board of Directors, who shall be designated prior to the effective time of the Merger by Riverview’s Board of Directors after consultation with Mid Penn, as directors of Mid Penn Bank.
The Merger Agreement contains customary representations and warranties from both Riverview and Mid Penn that are qualified by the confidential disclosures provided to the other party in connection with the Merger Agreement, as well as matters included in each party’s most recent annual report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) and subsequent reports filed with the SEC, and each party has agreed to customary covenants between execution of the Merger Agreement and the closing of the Merger, including, (i) in the case of both Mid Penn and Riverview, covenants to (A) convene a meeting of shareholders to consider the Merger Agreement and, (B) subject to certain exceptions, to recommend that its shareholders approve and adopt the Merger Agreement, and, (ii) in the case of Riverview, (A) subject to certain exceptions, not to solicit alternative acquisition proposals, and (B) provide information to third parties or engage in discussions with third parties relating to an alternative acquisition proposal.
Completion of the Merger is subject to a number of customary conditions, including, among others, (i) the approval of the Merger Agreement by the shareholders of each of Riverview and Mid Penn, (ii) the effectiveness of the registration statement to be filed by Mid Penn with the SEC relating to the Mid Penn common stock to be issued in the Merger, (iii) approval of the listing on The Nasdaq Stock Market of the shares of Mid Penn common stock to be issued in the Merger, (iv) the absence of any order or other legal restriction prohibiting the closing of the Merger, and (v) receipt of required regulatory approvals without the imposition of any condition or requirement, excluding standard conditions that are normally imposed by the regulatory authorities in bank merger transactions, that would, in the good faith reasonable judgment of the board of directors of either Mid Penn or Riverview, materially and adversely affect the business, operations, financial condition, property or assets of the combined enterprise or materially impair the value of Riverview to Mid Penn or the value of Mid Penn to Riverview. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including: (a) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (b) performance in all material respects by the other party of its obligations under
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