Griffin Advises First Priority Financial Corp. in Merger with Mid Penn Bancorp

First Priority Financial Corp. (OTCQX: FPBK) is the parent company of First Priority Bank, which is headquartered in Malvern, Pennsylvania, and has $612 million in total assets and seven branch offices in Berks, Bucks, Chester and Montgomery Counties.

On January 16, 2018, Mid Penn Bancorp (NASDAQ: MPB), based in Millersburg, Pennsylvania, announced its intention to acquire First Priority Financial Corp. in an all-stock transaction. Under the terms of the agreement, First Priority shareholders received 0.3481 of a MPB common share for each outstanding FPBK common share. All options to buy First Priority stock were cashed out upon the deal’s close, amounting to approximately $3.9 million.

Based on the Mid Penn 20 trading day volume weighted average price of $33.71 as of January 12, 2017, the purchase price at announcement is $11.73 per share, which is 175% of First Priority’s tangible book value per share at September 30, 2017, 29.3x last twelve month’s EPS and a 30% premium to the First Priority trading price. Including stock options, the aggregate acquisition price equals approximately $81.8 million. This pricing is reflective of First Priority’s strong franchise, positive growth and earnings trends and superior asset quality. The transaction is projected to be immediately accretive to Mid Penn’s earnings with TBV dilution earned back in less than three years.

First Priority Financial Corp.’s shareholders will own approximately 27% of the combined company and four First Priority board members will join Mid Penn Bancorp’s and Mid Penn Bank’s boards.  First Priority Bank will operate as a Division of Mid Penn Bank and First Priority’s Chairman and CEO will continue as division head and become a strategic advisor to the combined company.

The deal closed after the close of business on July 31, 2018.

Griffin Financial Group represented First Priority as financial advisor and provided a fairness opinion to the First Priority board of directors.