Mid Penn Bancorp · NASDAQ:MPB
Mid Penn Bancorp — Merger or Acquisition (December 2022)
13 slides from Mid Penn Bancorp's merger presentation, Dec 20, 2022
Slide 1: Acquisition of Brunswick Bancorp
Exhibit 99.2 Acquisition of Brunswick Bancorp December 20, 2022 1
Slide 2: Disclaimer
Disclaimer Cautionary Note Regarding Forward-Looking Statements This presentation contains forward-looking statements that are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not
Slide 3: Transaction Highlights
Transaction Highlights ü Provides Entrance into Highly Attractive & Strategically Important Central NJ Market – Natural extension to Mid Penn’s Southeast Pennsylvania growth Data as of or for the quarter ended Sept. 30, 2022 plan $ in millions – Mid Penn has strong familiarity with NJ-based commerci
Slide 4: Overview of Brunswick Bancorp
Overview of Brunswick Bancorp Financial Highlights Pro Forma Combined Full Footprint $ in millions, data as of or for the quarter ended Sept 30, 2022 MPB (43) Headquarters: New Brunswick, NJ BRBW (5) Founded: 1902 # of Branches: 5 Balance Sheet + Capital: Total Assets: $382 (1) 11.3% TCE / TA : Gros
Slide 5: Highly Complimentary to Mid Penn's Growth Efforts in Southeastern PA
Highly Complimentary to Mid Penn’s Growth Efforts in Southeastern, PA MPB’s M&A Expansion in Geography of Focus Highly Attractive Demographics (3) (3) Median Household Income, $ MPB First Priority Riverview BRBW $117,256 $107,986 $88,140 $69,636 MPB MPB BRBW Overall Central NJ (1) (2) Southeast PA O
Slide 6: Significant Opportunity to Accelerate Brunswick Growth Trajectory
Significant Opportunity to Accelerate Brunswick Growth Trajectory Brunswick Bancorp Balance Sheet Composition Under MPB Ownership (1) Loans Enhanced Legal Lending Limit ü 18% 5 year CAGR (since 9/30/2017)ü More wallet share from existing Brunswick clients ü 0.42% Nonaccrual Loans / Gross Loansü Abil
Slide 7: Key Transaction Terms
Key Transaction Terms (1) • Aggregate deal value of $53.9 million • Outstanding stock options to be exchanged for cash Merger Consideration• Brunswick shareholders will own approximately 5% of Mid Penn shares on a pro forma basis (2) • Brunswick required to deliver minimum tangible equity between $4
Slide 8: Pro Forma Financial Impact
Pro Forma Financial Impact Regional Bank M&A (4) Deal Median Pricing Metrics Price / TBV 1.20x 1.28x (1) Pay-to-Trade 93% 93% (2) Price / EPS 12.3x 17.3x (2,3) Price / EPS + Cost Saves 7.6x 10.0x GAAP Cash Basis Fully Loaded (Excluding Rate Marks) EPS Accretion 8.5% 7.2% TBV Acc / (Dil) (3.8%) (2.3%
Slide 9: Demonstrated M&A Execution Track Record + Shareholder Value Creation
Demonstrated M&A Execution Track Record + Shareholder Value Creation Announcement Date 8/27/2014 3/29/2017 1/16/2018 6/30/2021 12/20/2022 Close Date 3/1/2015 1/8/2018 7/31/2018 11/30/2021 -- Assets Acquired ($M) $141 $263 $612 $1,215 $382 Deal Value ($M) $15 $59 $91 $125 $54 Price / TBV (x) 1.10x 1.
Slide 10: Transaction Summary
Transaction Summary Expansion to attractive, wealthy central New Jersey markets Financially compelling + low execution risk Meaningful upside to Brunswick growth and profitability through greater legal lending limit and broader product offerings Demonstrated track record of M&A execution + integrati
Slide 11: Appendix
MID PENN BANCORP. Appendix
Slide 12: Pro Forma Loan & Deposit Composition
Pro Forma Loan & Deposit Composition Consumer Other Consumer Other 1-4 1-4 Family 1-4 4.4% 0.2% 4.3% Family 0.2% 27.7% Family C&I 18.4% 17.6% C&I Other 12.9% 14.0% 3.2% C&I Multifamily 1.1% Multifamily Multifamily 10.9% 5.7% 6.2% C&D C&D C&D 11.6% 5.5% $3.3B $3.6B $302M 12.2% CRE CRE CRE 51.6% 46.4%
Slide 13: Non-GAAP Reconciliation
Non-GAAP Reconciliation ($000s) As of September 30, 2022 Non-Interest Expense $ 2,382 Less: (Gain) Amortization of Intangibles & Goodwill Impairment 0 Efficiency Ratio Numerator $ 2 ,382 Net Interest Income $ 3 ,529 Non-Interest Income 308 Efficiency Ratio Denominator $ 3,837 Efficiency Ratio 62.08%
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