Pennsylvania-based Mid Penn Bancorp completes acquisition of Riverview Financial

Millersburg, Pa.-based Mid Penn Bancorp Inc. completed its acquisition of Harrisburg, Pa.-based Riverview Financial Corp. after the close of business Nov. 30.

In connection with the all-stock transaction, which was valued at roughly $124.7 million, Riverview unit Riverview Bank has been merged with and into Mid Penn subsidiary Mid Penn Bank.

The consolidated assets of the combined company are valued at about $4.7 billion. The deal extends Mid Penn's footprint into new markets, such as the Lehigh Valley and State College region in Pennsylvania, and will expand its presence in Western Pennsylvania.

Pursuant to the terms of the parties' merger agreement, each share of Riverview common stock issued and outstanding as of Nov. 30 was converted into the right to receive 0.4833 share of Mid Penn common stock. Cash will be paid to Riverview shareholders in lieu of any fractional shares. As a result of the merger, Mid Penn issued approximately 4,520,279 shares of its common stock.

Additionally, Mid Penn assumed Riverview's obligations as required by the indentures and certain related agreements with respect to Riverview's outstanding trust preferred securities in an aggregate principal amount of $9.3 million, as well as $25.0 million in aggregate principal amount of 5.75% fixed- to floating-rate subordinated notes due 2030 that were issued by Riverview on Oct. 6, 2020.

Furthermore, Maureen Gathagan and Howard Greenawalt, formerly directors of Riverview and Riverview Bank, have been appointed to serve as directors of Mid Penn. Paula Cherry, Albert Evans and Joseph Kerwin, also former directors of Riverview and Riverview Bank, have been appointed to serve as directors of Mid Penn Bank.

Piper Sandler & Co. acted as financial adviser to Mid Penn in relation to the transaction and Stephens Inc. rendered a fairness opinion to Mid Penn's board. Pillar+Aught served as legal adviser to Mid Penn in the transaction.

Janney Montgomery Scott LLC served as financial adviser to Riverview and rendered a fairness opinion to the Riverview board, while Luse Gorman PC acted as legal adviser to Riverview.