RIVW FINA Item 1.01 Entry into a Material Definitive Agreement
On
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
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
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
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the Merger Agreement, (c) not more than 10% of the outstanding shares of Riverview common stock having properly effected their dissenters' rights, (d) the absence of any material adverse effect (as such term is defined in the Merger Agreement) with respect to the other party, and (e) the receipt by each party of an opinion from its counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
The Merger Agreement contains certain termination rights for both Riverview and
Mid Penn and further provides that, upon termination of the Merger Agreement
under certain circumstances, Riverview may be obligated to pay Mid Penn a
termination fee of
The foregoing summary of the Merger Agreement is not complete and is qualified
in its entirety by reference to the complete text of such document, which is
attached hereto as Exhibit 2.1 and incorporated herein by reference. The
representations, warranties, and covenants of each party set forth in the Merger
Agreement have been made only for purposes of, were and are solely for the
benefit of the parties to, the Merger Agreement, may be subject to limitations
agreed upon by the contracting parties, including being qualified by
confidential disclosures made for the purposes of allocating contractual risk
between the parties to the Merger Agreement instead of establishing these
matters as facts, and may be subject to standards of materiality applicable to
the contracting parties that differ from those applicable to
investors. Accordingly, the representations and warranties may not describe the
actual state of affairs at the date they were made or at any other time, and
investors should not rely on them as statements of fact. In addition, such
representations and warranties will not survive completion of the Merger, and
were made only as of the date of the Merger Agreement or such other date as is
specified in the Merger Agreement. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of the
Merger Agreement, which subsequent information may or may not be fully reflected
in the parties' public disclosures. Accordingly, the Merger Agreement is
included with this filing only to provide investors with information regarding
the terms of the Merger Agreement, and not to provide investors with any other
factual information regarding Riverview or Mid Penn, their respective affiliates
or their respective businesses. The Merger Agreement should not be read alone,
but should instead be read in conjunction with the other information regarding
Riverview, Mid Penn, and their respective affiliates or their respective
businesses, the Merger Agreement and the Merger that will be contained in, or
incorporated by reference into, the Registration Statement on Form S-4 that will
include a joint proxy statement of Riverview and Mid Penn and a prospectus of
Mid Penn, as well as in the Forms 10-K, Forms 10-Q and other filings that
Riverview and Mid Penn make with the
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01 Other Events
On
Forward-Looking Statements
This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, expectations or predictions of future financial or business performance, conditions relating to Riverview and Mid Penn, or other effects of the proposed merger on Riverview and Mid Penn. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "prospects or "potential," by future conditional verbs such as "will," "would," "should," "could" or "may," or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements are made only as of the date of this filing, and neither Riverview nor Mid Penn undertakes any obligation to update any forward-looking statements contained in this Current Report on Form 8-K to reflect events or conditions after the date hereof. Actual results may differ materially from those described in any such forward-looking statements.
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Forward-looking statements involve risks and uncertainties that may cause actual
results to differ materially from those in such statements. The following
factors, among others, could cause actual results to differ materially from the
anticipated results expressed in the forward-looking statements: the failure to
obtain necessary regulatory approvals (and the risk that such approvals may
result in the imposition of conditions that could adversely affect the combined
company); the failure to obtain shareholder approvals or to satisfy any of the
other conditions to the transaction on a timely basis or at all or other delays
in completing the transaction; the magnitude and duration of
the COVID-19 pandemic and its impact on the global economy and financial market
conditions and the business, results of operations, and financial condition of
Riverview and Mid Penn; the occurrence of any event, change or other
circumstances that could give rise to the right of one or both of the parties to
terminate the Merger Agreement; the outcome of any legal proceedings that may be
instituted against Riverview or Mid Penn; the possibility that the transaction
may be more expensive to complete than anticipated, including as a result of
unexpected factors or events; diversion of management's attention from ongoing
business operations and opportunities; potential adverse reactions or changes to
business or employee relationships, including those resulting from the
announcement or completion of the transaction; the dilution caused by Mid Penn's
issuance of additional shares of its capital stock in connection with the
transaction; the timing of closing the Merger; difficulties and delays in
integrating the business or fully realizing cost savings and other benefits of
the transaction; changes in asset quality and credit risk; the inability to
sustain revenue and earnings growth; changes in interest rates and capital
markets; inflation; customer acceptance of products and services; increased
competition in the markets of Riverview and Mid Penn; success, impact, and
timing of business strategies of Riverview and Mid Penn; economic conditions,
including downturns in the local, regional or national economies; the impact,
extent and timing of technological changes; changes in accounting policies or
practices; changes in laws and regulations; actions of the
Important Additional Information and Where to Find It
The proposed transaction will be submitted to the shareholders of Riverview and
Mid Penn for their consideration and approval. In connection with the proposed
transaction, Mid Penn will be filing with the
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RELEVANT DOCUMENTS FILED WITH THE
Participants in the Solicitation
Mid Penn, Riverview and their respective directors, executive officers, and
certain other members of management and employees may be deemed to be
participants in the solicitation of proxies from Mid Penn and/or Riverview
shareholders in connection with the proposed transaction under the rules of the
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. None.
(b) Pro Forma Financial Information. None.
(c) Shell Company Transactions. None.
(d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger by and betweenRiverview Financial Corporation and Mid Penn Bancorp, Inc. datedJune 30, 2021 10.1 Second Amendment to Executive Employment Agreement ofBrett D. Fulk adoptedJune 30, 2021 99.1 Press Release datedJune 30, 2021 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document) 6
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