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Mid Penn To Acquire 1st Colonial Bancorp In Cash And Stock Transaction Valued At ~$101M; Deal Expected To Close Late In Q1 Or Early In Q2 Of 2026

Author: Benzinga Newsdesk | September 24, 2025 04:03pm

Mid Penn Bancorp, Inc. ("Mid Penn") (NASDAQ:MPB) and 1st Colonial Bancorp, Inc. ("1st Colonial") (OTCPK: FCOB) jointly announced today that they have entered into a definitive agreement pursuant to which Mid Penn will acquire 1st Colonial in a cash and stock transaction valued at approximately $101 million. The merger agreement has been unanimously approved by the board of directors of each company. The transaction is expected to close late in the first quarter or early in the second quarter of 2026, subject to the satisfaction of customary closing conditions, including regulatory approvals and approval by 1st Colonial shareholders.

Under the terms of the merger agreement, 60% of 1st Colonial common shares will be converted into Mid Penn common stock while the remaining 40% will be exchanged for cash. 1st Colonial shareholders will have the option to elect to receive either 0.6945 of a share of Mid Penn common stock or $18.50 in cash for each common share of 1st Colonial they own, subject to proration to ensure that, in the aggregate, 60% of the transaction consideration will be paid in the form of Mid Penn common stock. This values the transaction at approximately $20.03 per 1st Colonial common share, based on Mid Penn's closing stock price on September 23, 2025 and the 60% stock and 40% cash consideration mix. All options to purchase 1st Colonial common stock will be cashed out upon completion of the merger. In the quarter following the completion of the transaction, 1st Colonial shareholders are projected to receive a quarterly cash dividend equal to approximately $0.14 per 1st Colonial share of common stock exchanged for Mid Penn stock, based on Mid Penn's current quarterly dividend of $0.20 per share of common stock. The transaction is intended to qualify as a reorganization for federal income tax purposes and, as a result, the receipt of Mid Penn common stock by shareholders of 1st Colonial is expected to be tax-free.

The merger is expected to be immediately accretive to Mid Penn's estimated earnings per share and to have a positive long-term impact on Mid Penn's key profitability and operating ratios. Following completion of the merger, 1st Colonial shareholders will own approximately 8% of Mid Penn's outstanding shares of common stock.


 

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