Item 1.01 Entry into a Material Definitive Agreement
On August 26, 2021, Riverview Financial Corporation ("Riverview") and Mid Penn
Bancorp, Inc. ("Mid Penn") entered into an amendment to the Agreement and Plan
of Merger, dated June 30, 2021, by and between Riverview and Mid Penn. The
amendment removes 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.
For additional information, reference is made to the First Amendment to
Agreement and Plan of Merger dated as of August 26, 2021, which is filed as
Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated by
reference herein in its entirety.
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 Securities and Exchange Commission
(the "SEC") a registration statement on Form S-4, which will include a joint
proxy statement of Mid Penn and Riverview and a prospectus of Mid Penn and other
relevant documents concerning the proposed transaction. This Current Report on
Form 8-K does not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval, nor shall there be
any sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. INVESTORS AND SHAREHOLDERS OF
RIVERVIEW AND MID PENN ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors will be able to obtain a free copy of the joint
proxy statement/prospectus, as well as other filings containing information
about Mid Penn and Riverview, free of charge from the SEC's Internet site
(www.sec.gov). Copies of the joint proxy statement/prospectus and the filings
with the SEC that will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, free of charge, or by contacting Mid
Penn Bancorp, Inc., 349 Union Street, Millersburg, Pennsylvania 17061,
attention: Investor Relations (telephone (717) 692-7105); or Riverview Financial
Corporation 3901 North Front Street, Harrisburg, Pennsylvania 17110, attention:
Investor Relations (telephone (717) 957-2196).
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
SEC. Information regarding Mid Penn's directors and executive officers is
available in its definitive proxy statement relating to its 2021 Annual Meeting
of Shareholders, which was filed with the SEC on March 25, 2021, and its Annual
Report on Form 10-K for the year ended December 31, 2020, which was filed with
the SEC on March 15, 2021, and other documents filed by Mid Penn with the
SEC. Information regarding Riverview's directors and executive officers is
available in its definitive proxy statement relating to its 2021 Annual Meeting
of Shareholders, which was filed with the SEC on April 28, 2021, and its Annual
Report on Form 10-K for the year ended December 31, 2020, which was filed with
the SEC on
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March 11, 2021 and other documents filed by Riverview with the SEC. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the joint proxy statement/prospectus and other
relevant materials filed with the SEC, which may be obtained free of charge as
described in the preceding paragraph.
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 First Amendment to Agreement and Plan of Merger by and
between Riverview Financial Corporation and Mid Penn Bancorp,
Inc. dated August 26, 2021
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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