Mid Penn Bancorp, Inc. (NasdaqGM:MPB) entered into a definitive merger agreement to acquire Riverview Financial Corporation (NasdaqGM:RIVE) from Castle Creek Capital Partners VI LP managed by Castle Creek Capital LLC and others for approximately $130 million on June 30, 2021. Under the terms of agreement, shareholders of Riverview common stock will receive 0.4833 shares of Mid Penn common stock for each share of Riverview common stock they own. All options to purchase Riverview common stock will be cashed out upon completion of the merger. The transaction is valued at approximately $124.7 million. Following completion of the merger, Riverview Bank, the wholly owned bank subsidiary of Riverview Financial Corporation will be merged with and into Mid Penn Bank, Mid Penn Bancorp, Inc.'s wholly owned bank subsidiary. Following completion of the merger, current Mid Penn shareholders will own in the aggregate approximately 71.8% of the outstanding shares of Mid Penn common stock and Riverview shareholders will own approximately 28.2% of the outstanding shares of Mid Penn common stock. Upon termination of the merger agreement under certain circumstances, Riverview may be obligated to pay Mid Penn a termination fee of $5.07 million. Two Riverview directors will join the board of directors of Mid Penn Bancorp.

The transaction is subject to customary closing conditions, including the receipt of regulatory approvals, effectiveness of the registration statement, approval of the listing on The Nasdaq Stock Market of the shares of Mid Penn common stock to be issued, dissenters rights limited, merger must qualify under specific tax code and Mid Penn and Riverview shareholder approvals. On August 26, 2021, both parties amended the agreement to remove certain requirements related to the timing of Mid Penn's filing of applications and the proxy statement/prospectus, and the amendment clarifies the vote standard required for Riverview shareholders to approve the transaction. The transaction has been unanimously approved by both Boards of Directors of Riverview Financial and Mid Penn Bancorp. Riverview Financial shareholders and Mid Penn Bancorp shareholders will hold respective meetings on November 18, 2021 to approve the transaction. As of November 15, 2021, the transaction has received all bank regulatory approvals required to consummate the merger. The shareholders from both Mid Penn and Riverview overwhelmingly approved Mid Penn's proposed acquisition of Riverview at special meetings of their respective shareholders held on November 18, 2021. The transaction is expected to close in the fourth quarter of 2021. As of November 18, 2021, transaction is anticipated to close on November 30, 2021. The transaction is over 25% EPS accretive, and that material EPS accretion is heavily driven by substantial cost savings.

Piper Sandler & Co. served as financial advisor to Mid Penn in connection with the transaction and Stephens Inc. rendered a fairness opinion to Mid Penn's board of directors. Kenneth J. Rollins of Pillar+Aught served as legal advisor to Mid Penn in the transaction. Janney Montgomery Scott LLC served as financial advisor to Riverview in connection with the transaction and rendered a fairness opinion to the Riverview board of directors. Jeffrey M. Cardone, Benjamin M. Azoff and Gregory M. Sobczak of Luse Gorman, PC served as legal advisors to Riverview. Computershare, Inc. acted as the transfer agent for Mid Penn shares. Georgeson LLC acted as the proxy solicitor to Mid Penn for a fee of approximately $8,000. D.F. King & Co., Inc. is acting as proxy solicitor to Riverview for a fee approximately $14,500. Janney received compensation in the amount of $0.25 million upon delivery of its fairness opinion to Riverview, which is to be credited towards the total estimated completion fee of $1,457,957. Stephens received a fee of $0.2 million from Mid Penn for providing their opinion to the Mid Penn Board. Stephens' fee for rendering the fairness opinion was not contingent upon Stephens reaching any particular conclusion.

Mid Penn Bancorp, Inc. (NasdaqGM:MPB) completed the acquisition of Riverview Financial Corporation (NasdaqGM:RIVE) from Castle Creek Capital Partners VI LP managed by Castle Creek Capital LLC and others on November 30, 2021. Riverview Financial Corporation was merged with and into Mid Penn Bancorp, with Mid Penn Bancorp as the surviving corporation. Immediately following the merger, Riverview Bank, also merged with and into Mid Penn Bank, with Mid Penn Bank as the surviving bank.