Mid Penn Bancorp, Inc. (NasdaqGM:MPB) submitted a nonbinding indication of interest to acquire Brunswick Bancorp (OTCPK:BRBW) from Stilwell Value LLC and others on October 27, 2022. Mid Penn Bancorp, Inc. (NasdaqGM:MPB) entered into an agreement and plan of merger to acquire Brunswick Bancorp (OTCPK:BRBW) from Stilwell Value LLC and others for $51.9 million on December 20, 2022. 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 0.598 shares of Mid Penn common stock or $18 in cash for each common 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 equity covenants. 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. Upon termination of the Merger Agreement under certain circumstances, Brunswick may be obligated to pay Mid Penn a termination fee of $2.05 million.

Completion of the Merger is subject to a number of customary conditions, including, the receipt of regulatory approvals; the approval of the Merger Agreement by the shareholders of each of Brunswick and Mid Penn; 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; approval of the listing on The Nasdaq Stock Market of the shares of Mid Penn common stock to be issued in the Merger. The transaction has been unanimously approved by the boards of directors of Mid Penn Bancorp and Brunswick Bancorp. Shareholders of Brunswick, holding approximately 25.9% stake in Brunswick, have entered into separate affiliate letters with Mid Penn to vote in favour of the transaction. Shareholders of Mid Penn, holding approximately 10.5% stake in Mid Penn, have entered into separate affiliate letters with Brunswick to vote in favour of the transaction. The Mid Penn shareholders meeting is scheduled on April 25, 2023. As of April 25, 2023, the transaction has been approved by the shareholders of both Mid Penn and Brunswick and all received all required approvals from the applicable bank regulatory agencies. The merger is expected to close in the second quarter of 2023. As of April 28, 2023, the transaction is expected to close in May 2023.

Frank Sorrentino, Scott Studwell and Justin Alarcon of Stephens Inc. served as financial advisor to Mid Penn in connection with the transaction and Piper Sandler & Co. rendered a fairness opinion with a service fee of $200,000 to Mid Penn's board of directors. Kenneth J. Rollins of Pillar+Aught served as legal advisor to Mid Penn in the transaction. Anthony A. Latini, Jr. of Janney Montgomery Scott LLC served as financial advisor to Brunswick in connection with the transaction and rendered a fairness opinion to the Brunswick board of directors. Robert A. Schwartz of Windels Marx Lane & Mittendorf LLP served as legal advisor to Brunswick. Mediant Communications Inc. acted as information agent with a service fee of $11,400 to Mid Penn. Stephens Inc. provided fairness opinion to Mid Penn's Board of Directors.