MILLERSBURG, Pa., March 29, 2017 (GLOBE NEWSWIRE) -- Mid Penn Bancorp, Inc. (NASDAQ:MPB), headquartered in Millersburg, Pennsylvania, and The Scottdale Bank & Trust Company (OTC:SDLJ), headquartered in Scottdale, Pennsylvania, today jointly announced the signing of a definitive merger agreement which calls for Mid Penn to purchase the stock of Scottdale in a transaction valued at approximately $59.1 million. The merger will expand Mid Penn’s footprint into western Pennsylvania including Westmoreland and Fayette counties. Mid Penn projects that it will have over $1.3 billion in assets upon completion of the merger.
Under the terms of the agreement, shareholders of Scottdale common stock will receive approximately $59.1 million in consideration, or $1,166 per share for each share of Scottdale common stock, subject to an aggregate proration of no less than 90% common stock in Mid Penn and no more than 10% cash. The per share acquisition price equals approximately 130 percent of Scottdale’s December 31, 2016, tangible book value per share. Mid Penn expects the transaction will be immediately accretive to tangible book value per share and will materially increase their capital ratios.
"I am very pleased to announce our merger with The Scottdale Bank & Trust Company,” said Mid Penn President and CEO Rory G. Ritrievi. "Scottdale’s commitment to both community service and community banking aligns well with Mid Penn’s culture and brand. Through this combination, we will be able to offer new products, services and conveniences to Scottdale’s customers while also continuing and enhancing the bank’s good work in the communities it serves. Mid Penn has built a full-service community bank which is now poised to serve both central and western Pennsylvania.”
"The Scottdale Bank & Trust Company has remained committed to its roots as a hometown community bank that provides the best service possible to our customers," said Scottdale President and CEO Donald F. Kiefer. “Our continued commitment to the community over the years has been made possible by our dedicated team and customers. We are confident that this commitment will be even stronger with Mid Penn as a great partner that shares the same values and personal customer service delivery.”
Mid Penn has proposed that Mr. Kiefer will be added to Mid Penn’s Board of Directors upon completion of the merger.
Subject to customary closing conditions including regulatory and shareholder approvals, the merger is expected to close in the third quarter of 2017. Following completion of the merger, Scottdale will be merged into Mid Penn Bank and will operate as “Scottdale Bank & Trust, a division of Mid Penn Bank.”
Sandler O’Neill + Partners, L.P. acted as financial advisor and Stevens & Lee acted as legal advisor to Mid Penn in the transaction. Ambassador Financial Group, Inc. acted as financial advisor and Tucker Arensberg, P.C. acted as legal advisor to Scottdale.
About Mid Penn Bancorp, Inc.
Mid Penn Bancorp, Inc. (NASDAQ: MPB), through its banking subsidiary, Mid Penn Bank, has been serving Central Pennsylvania since 1868. Headquartered in Millersburg, Pa., Mid Penn Bank has 21 retail locations in Cumberland, Dauphin, Lancaster, Luzerne, Northumberland and Schuylkill Counties. The bank offers a diverse portfolio of products and services to meet the personal and business banking needs of the community. To learn more about Mid Penn Bank, visit midpennbank.com.
About The Scottdale Bank & Trust Company
The Scottdale Bank & Trust Company has total assets of approximately $263 million. Headquartered in Scottdale, Pa., the bank has been serving the community since 1901. Scottdale provides personal banking, business banking and trust services through its five locations in Westmoreland and Fayette counties. Additional information is available through the bank’s website at www.sbtbank.com.
