Transaction Overview

Mid Penn Bancorp, Inc. (Mid Penn) (NASDAQ: MPB) and Brunswick Bancorp (Brunswick) (OTCPK: BRBW) jointly announced on December 20, the signing of a definitive merger agreement pursuant to which Mid Penn will acquire Brunswick in a combination cash and stock transaction valued at approximately $53.9 million (based on Mid Penn’s closing stock price of $30.95 for the trading day ending December 19, 2022). The merger, unanimously approved by both boards of directors, will expand Mid Penn’s footprint into the attractive central New Jersey market. Upon completion of the transaction, Mid Penn will add five total branches, four in Middlesex County and one in Monmouth County.

Under the terms of the merger agreement, 50% of Brunswick common shares will be converted into Mid Penn common stock while the remaining 50% will be exchanged for cash. Brunswick shareholders will have the option to elect to receive either 0.5980 shares of Mid Penn common stock or $18.00 in cash for each share of Brunswick they own, subject to proration to ensure that in the aggregate, 50% of the transaction consideration will be paid in the form of Mid Penn common stock. The purchase price is subject to adjustment in the event Brunswick does not meet certain minimum shareholder covenants. All options to purchase Brunswick common stock will be cashed out upon completion of the merger. The transaction is intended to qualify as a reorganization for federal income tax purposes and, as a result, the receipt of Mid Penn common stock by shareholders of Brunswick is expected to be tax-free.

Subject to customary closing conditions, including the receipt of regulatory approvals and Mid Penn and Brunswick shareholder approvals, the merger is expected to close in the second quarter of 2023. Following completion of the merger, Brunswick Bank will be merged with and into Mid Penn Bank. Additionally, one Brunswick director will join the board of directors of Mid Penn Bancorp, Inc.

Janney Served as Financial Advisor to Brunswick Bancorp.

About Brunswick Bancorp

Brunswick Bancorp is the bank holding company for Brunswick Bank and Trust Company. Brunswick operates from five branch offices across central New Jersey. As of September 30, 2022, Brunswick reported $381.6 million in total assets, $302.5 million in loans, $279.8 million in deposits, and $43.1 million in tangible common equity.

About Mid Penn Bancorp, Inc.

Mid Penn Bancorp, Inc. is the holding company for Mid Penn Bank. Mid Penn operates retail locations in 16 counties throughout the Commonwealth of Pennsylvania. As of September 30, 2022, MPB reported $4.3 billion in total assets, $3.3 billion in loans, $3.7 billion in deposits, and $378.0 million in tangible common equity.