8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

August 27, 2014

Date of Report (Date of earliest event reported)

MID PENN BANCORP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	1-13677	25-1666413
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Ident. No.)
349 Union Street, Millersburg, Pennsylvania		17061
(Address of principal executive offices)		(Zip Code)
(866) 642-7736 Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

ý Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

ý Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 8.01Other Events.

The press release announcing the combination of Mid Penn Bancorp, Inc. and Phoenix Bancorp, Inc. is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This communication and the exhibits incorporated by reference herein do not constitute an offer to sell or the solicitation of an offer to buy any securities, 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. This communication and the exhibits incorporated by reference herein are not a substitute for any prospectus or any other document which may be filed with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ANY RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  Investors and security holders will be able to obtain free copies of any documents filed with the SEC through the web site maintained by the SEC at www.sec.gov.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits:

99.1 Press release, dated August 27, 2014, of Mid Penn Bancorp, Inc. announcing entry into transaction with Phoenix Bancorp, Inc.

99.2Mid Penn Bank Fact Sheet.

99.3Mid Penn Bank Frequently Asked Questions for Customers.

99.4Email to Mid Penn Bank employees from Rory G. Ritrievi, President and CEO.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MID PENN BANCORP, INC.
Dated:  August 27, 2014
	By:	/s/  Rory G. Ritrievi
			Rory G. Ritrievi
			President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated August 27, 2014, of Mid Penn Bancorp, Inc. announcing entry into transaction with Phoenix Bancorp, Inc.
99.2	Mid Penn Bank Fact Sheet
99.3	Mid Penn Bank Frequently Asked Questions for Customers
99.4	Email to Mid Penn Bank employees from Rory G. Ritrievi, President and CEO

EX-99.1

EXHIBIT 99.1

Mid Penn Bancorp, Inc. and Phoenix Bancorp, Inc. Announce Agreement to Merge

MILLERSBURG, Pa. and MINERSVILLE, Pa., Aug. 27, 2014 (GLOBE NEWSWIRE) -- Mid Penn Bancorp, Inc. ("Mid Penn") (Nasdaq:MPB), headquartered in Millersburg, Pennsylvania, and Phoenix Bancorp, Inc. ("Phoenix") (OTC:PXBP), headquartered in Minersville, Pennsylvania, today announced the signing of a definitive merger agreement which calls for Mid Penn to acquire Phoenix in a transaction valued at approximately $14.5 million. The transaction expands Mid Penn's footprint in Schuylkill County and into Luzerne County. On a pro forma basis, the consolidated assets of the combined company will be approximately $875 million.

Under the terms of the agreement, shareholders of Phoenix common stock will elect to receive either 3.167 shares of Mid Penn common stock, or $51.60 in cash, subject to an aggregate proration of 80% stock and 20% cash. As of the close of business on August 26, 2014, the per share acquisition price equaled approximately $50.86, or approximately 110 percent of Phoenix's fully diluted tangible book value per share at June 30, 2014. Phoenix shareholders are anticipated to own approximately 17% of the combined company. Following completion of the merger, Mid Penn expects to remain well-capitalized, and the company expects the transaction will be accretive to earnings per share.

"We are pleased to share this exciting news which serves as a milestone for both institutions," said Mid Penn President and CEO, Rory G. Ritrievi. "This merger enables Mid Penn and Phoenix's subsidiary, Miners Bank, to work together to bring the best in banking products and services to the communities in which we operate. By sharing resources and expanding our footprint, we will become stronger and better positioned for continued growth."

"Joining Mid Penn is the best choice for our shareholders, customers, employees and communities," said Phoenix President and CEO, George H. Groves. "Merging with Mid Penn will present more opportunities while still allowing us to provide the local and personal service our customers have come to expect. We will be able to leverage the strengths of both banks in order to achieve further growth in our current markets and beyond."

Mid Penn has proposed that Phoenix's Board Chairman Vincent J. Land and Board Members Noble C. Quandel, Jr., and Robert Moisey be added to the Board of Mid Penn and Mid Penn Bank upon completion of the merger.

Phoenix Chairman Vincent J. Land commented, "While we are pleased to join forces with a well performing community banking organization like Mid Penn, we are also excited to have the Miners Bank name live on. That name has been serving the good people of Schuylkill and now Luzerne Counties since 1935 and will continue to do so long into the future."

Subject to customary closing conditions including regulatory and shareholder approvals, the merger is expected to close in the first quarter of 2015. Following completion of the merger of Mid Penn and Phoenix, Phoenix's subsidiary bank, Miners Bank, will be merged into Mid Penn Bank and will operate as "Miners Bank, a Division of Mid Penn Bank."

Keefe, Bruyette & Woods, Inc., acted as financial advisor to Mid Penn, and Stevens and Lee, P.C., acted as its legal advisor in the transaction. Griffin Financial Group, LLC, acted as financial advisor to Phoenix, and Bybel Rutledge LLP, acted as its legal advisor.

About Mid Penn

Mid Penn Bancorp, Inc. is a Central Pennsylvania bank holding company with total assets of approximately $736 million as of June 30, 2014. Headquartered in Millersburg, Pa., Mid Penn is the parent company of Mid Penn Bank, serving the community since 1868. Mid Penn Bank has 14 retail locations in Cumberland, Dauphin, 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 www.midpennbank.com.

About Phoenix

Phoenix Bancorp, Inc. is a bank holding company with total assets of approximately $141 million as of June 30, 2014. Headquartered in Minersville, Pa., Phoenix is the parent company of Miners Bank. Serving the community since 1935, Miners Bank provides a complete line of personal and business banking services through its four retail locations in Schuylkill and Luzerne Counties. Additional information is available through the bank's website at www.theminersbank.com.

Additional Information About the Merger and Where to Find It

In connection with the proposed merger, Mid Penn will file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 to register the shares of Mid Penn common stock to be issued to the shareholders of Phoenix. The registration statement will include a joint proxy statement/prospectus, which will be sent to the shareholders of Mid Penn and Phoenix seeking their respective approvals of the merger. In addition, each of Mid Penn and Phoenix may file other relevant documents concerning the proposed merger with the SEC.

WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MID PENN, PHOENIX AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents, when they become available, through the website maintained by the SEC at www.sec.gov. Free copies of the joint proxy statement/prospectus, when it becomes available, also may be obtained by directing a request by telephone or mail to Mid Penn Bancorp, Inc., 349 Union Street, Millersburg, Pennsylvania 17061, Attention: Investor Relations (telephone: 717-692-7105) or Phoenix Bancorp, Inc., Rockwood Center, 1504 Rt. 61 South, Pottsville, Pennsylvania 17901, Attention: Investor Relations (telephone: 570-544-6438) or by accessing Mid Penn's website at www.midpennbank.com under "Investors" or Phoenix's website at www.theminersbank.com under "Phoenix Bancorp." The information on Mid Penn's and Phoenix's websites is not, and shall not be deemed to be, a part of this release or incorporated into other filings either company makes with the SEC.

Mid Penn, Phoenix and their respective directors, executive officers and members of management may be deemed to be participants in the solicitation of proxies from the shareholders of Mid Penn and Phoenix in connection with the transaction. Information about the directors and executive officers of Mid Penn is set forth in the proxy statement for Mid Penn's 2014 annual meeting of shareholders filed with the SEC on March 27, 2014. Additional information regarding the interests of these participants and other persons who may be deemed participants in the merger may be obtained by reading the joint proxy statement/prospectus regarding the merger when it becomes available.

Caution Regarding Forward-Looking Statements

Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this release and are based on current expectations and involve a number of assumptions. These include statements as to the anticipated benefits of the merger, including future financial and operating results, cost savings and enhanced revenues that may be realized from the merger as well as other statements of expectations regarding the merger and any other statements regarding future results or expectations. Each of Mid Penn and Phoenix intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. The companies' respective abilities to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors that could have a material effect on the operations and future prospects of each of Mid Penn and Phoenix and the resulting company, include but are not limited to: (1) the businesses of Mid Penn and/or Phoenix may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected timeframe; (3) revenues following the merger may be lower than expected; (4) customer and employee relationships and business operations may be disrupted by the merger; (5) the ability to obtain required regulatory and shareholder approvals, and the ability to complete the merger on the expected timeframe may be more difficult, time-consuming or costly than expected; (6) changes in interest rates, general economic conditions, legislation and regulation, and monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury, the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System; (7) the quality and composition of the loan and securities portfolios, demand for loan products, deposit flows, competition, and demand for financial services in the companies' respective market areas; (8) the implementation of new technologies, and the ability to develop and maintain secure and reliable electronic systems; (9) accounting principles, policies, and guidelines; and (10) other risk factors detailed from time to time in filings made by Mid Penn with the SEC. Forward-looking statements reflect Mid Penn's and Phoenix's management's analysis as of the date of this release, even if subsequently made available by Mid Penn or Phoenix on their respective websites or otherwise. Mid Penn and Phoenix undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

This release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such solicitation would be unlawful.

CONTACT: Rory G. Ritrievi
         President & Chief Executive Officer
         Mid Penn Bancorp, Inc.
         rory.ritrievi@midpennbank.com
         717-692-7103

         George H. Groves
         President & Chief Executive Officer
         Phoenix Bancorp, Inc.
         ggroves@theminersbank.com
         570-544-6438

EX-99.2

Exhibit 99.2

Pending Merger of Mid Penn Bank and Miners Bank

Bringing the best in banking to our communities!

· As of Wednesday, August 27, Mid Penn Bancorp, Inc. has signed a definitive agreement to acquire Phoenix Bancorp, Inc., parent company of Miners Bank.

· Phoenix and Miners are both based in Minersville, Pennsylvania (located in Schuylkill County).

· Miners Bank currently operates four branches in Schuylkill and Luzerne counties. Locations include Frackville, Hazleton, Minersville and Tremont. The bank also has a corporate office in Pottsville.

· The acquisition is subject to customary closing conditions, including regulatory and shareholder approvals.

· Phoenix stock is quoted on the OTC Markets under the symbol PXBP.

· Phoenix Bancorp, Inc. has approximately $141 million in assets as of June 30, 2014.

· Upon completion of its acquisition of Phoenix, Mid Penn intends to retainthe Miners Bank name and its commitment to the community.

· Current Mid Penn Bank branding will remain the same. Miners Bank branding will be updated to indicate the organization is a division of Mid Penn Bank.

· At this time, there is no intention of closing any Mid Penn or Miners branches.

  · As regulatory requirements continue to increase expenses for community banks, we believe that merging with other organizations is the most viable option to streamline costs and improve efficiency.

 · Using each other’s strengths to enhance products, services and rates will help us create the best in banking for the footprints in which Mid Penn and Miners operate.

 · Miners Bank is highly regarded by its community and has been equally impactful to its neighbors as Mid Penn has been.

· As one entity, we will be focused on showing the entire community our commitment to best serving its needs.

Additional Information About the Merger and Where to Find It

In connection with the proposed merger, Mid Penn Bancorp, Inc. (“Mid Penn”) will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 to register the shares of Mid Penn common stock to be issued to the shareholders of Phoenix Bancorp, Inc. (“Phoenix”), Miners Bank’s bank holding company. The registration statement will include a joint proxy statement/prospectus, which will be sent to the shareholders of Phoenix and Mid Penn seeking their respective approvals of the merger. In addition, each of Mid Penn and Phoenix may file other relevant documents concerning the proposed merger with the SEC.

WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MID PENN, PHOENIX AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents, when they become available, through the website maintained by the SEC at www.sec.gov. Free copies of the proxy statement/prospectus, when they become available, also may be obtained by directing a request by telephone or mail to Mid Penn Bancorp, Inc., 349 Union Street, Millersburg, Pennsylvania 17061, Attention: Investor Relations (telephone: 717-692-7105) or Phoenix Bancorp, Inc., Rockwood Center, 1504 Rt. 61 South, Pottsville, Pennsylvania 17901, Attention: Investor Relations (telephone: 570-544-6438) or by accessing Mid Penn’s website at www.midpennbank.com under “Investors” or Phoenix’s website at www.theminersbank.com under “Phoenix Bancorp.” The information on Mid Penn’s and Phoenix’s websites is not, and shall not be deemed to be, a part of this release or incorporated into other filings either company makes with the SEC.

Mid Penn, Phoenix and their respective directors, executive officers and members of management may be deemed to be participants in the solicitation of proxies from the shareholders of Phoenix and Mid Penn in connection with the merger. Information about the directors and executive officers of Mid Penn is set forth in the proxy statement for Mid Penn’s 2014 annual meeting of shareholders filed with the SEC on March 27, 2014. Additional information regarding the interests of the participants and other persons who may be deemed participants in the merger and description of their direct and indirect interests, by security holdings, may be obtained by reading the joint proxy statement/prospectus regarding the merger when it becomes available.

EX-99.3

Exhibit 99.3

Pending Merger of Mid Penn Bank and Miners Bank

Bringing the best in banking to our communities!

Q&As to Address Customers

Q:  Is Mid Penn Bank changing its name?

A:  No.

Q:  Is Miners Bank changing its name?

A: No; however, branding and signage will be updated, once the merger is completed, to reflect it is a division of Mid Penn Bank.

Q:  Will this affect rates or products in any manner?

A: At this time there are no changes slated for rates or products. However, each bank will continue to operate independently until the merger is completed.

Q:  What about online banking?

A: You will not see any changes in Mid Penn’s online banking as a result of this transaction. However, you will see online banking improvements coming soon that were developed prior to news of the acquisition.

Q:  Will any branches be closing?

A: No branch closings are expected as a result of this acquisition.

Q: Will Mid Penn Bank customers be able to use Miners Bank branches? Will Miners Bank customers be able to utilize Mid Penn Bank branches?

A: Once all steps of the acquisition are completed, Mid Penn customers will be able to utilize Miners Bank branches. Locations are available in Schuylkill and Luzerne counties in Frackville, Hazleton, Minersville and Tremont. Miners Bank customers will be able to utilize Mid Penn Bank branches as well.

Q:  How will this impact service?

A: If anything, our service will only become better! Having a bigger team will mean we can offer better resources in our branches, online and by phone. We will continue to offer the same branch hours.

Q:  I am a shareholder – will there be a special shareholders meeting?

A:  Yes, and you will be sent materials in advance of the meeting.

(Continued on next page)

Q: With Mid Penn growing, will I see changes that will make the bank less community-minded?

A: Not at all – both Mid Penn and Miners are dedicated to doing what is best for their communities and customers.

Additional Information About the Merger and Where to Find It

In connection with the proposed merger, Mid Penn Bancorp, Inc. (“Mid Penn”) will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 to register the shares of Mid Penn common stock to be issued to the shareholders of Phoenix Bancorp, Inc. (“Phoenix”), Miners Bank’s bank holding company. The registration statement will include a joint proxy statement/prospectus, which will be sent to the shareholders of Phoenix and Mid Penn seeking their respective approvals of the merger. In addition, each of Mid Penn and Phoenix may file other relevant documents concerning the proposed merger with the SEC.

WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MID PENN, PHOENIX AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents, when they become available, through the website maintained by the SEC at www.sec.gov. Free copies of the proxy statement/prospectus, when they become available, also may be obtained by directing a request by telephone or mail to Mid Penn Bancorp, Inc., 349 Union Street, Millersburg, Pennsylvania 17061, Attention: Investor Relations (telephone: 717-692-7105) or Phoenix Bancorp, Inc., Rockwood Center, 1504 Rt. 61 South, Pottsville, Pennsylvania 17901, Attention: Investor Relations (telephone: 570-544-6438) or by accessing Mid Penn’s website at www.midpennbank.com under “Investors” or Phoenix’s website at www.theminersbank.com under “Phoenix Bancorp.” The information on Mid Penn’s and Phoenix’s websites is not, and shall not be deemed to be, a part of this release or incorporated into other filings either company makes with the SEC.

Mid Penn, Phoenix and their respective directors, executive officers and members of management may be deemed to be participants in the solicitation of proxies from the shareholders of Phoenix and Mid Penn in connection with the merger. Information about the directors and executive officers of Mid Penn is set forth in the proxy statement for Mid Penn’s 2014 annual meeting of shareholders filed with the SEC on March 27, 2014. Additional information regarding the interests of the participants and other persons who may be deemed participants in the merger and description of their direct and indirect interests, by security holdings, may be obtained by reading the joint proxy statement/prospectus regarding the merger when it becomes available.

EX-99.4

Exhibit 99.4

All,

On behalf of the Board of Directors, I am excited to share with you that an agreement has been reached for Mid Penn Bancorp, Inc. to acquire Phoenix Bancorp, Inc. and its subsidiary Miners Bank based in Schuylkill County. This will move us further into Schuylkill County, introduce us to Luzerne County and further cement to our neighbors that Mid Penn is THE BEST BANK in our region!

This news was shared today at a meeting organized at Blue Ridge Country Club. For those unable to attend that meeting, I will visit each and every one of our locations over Thursday and Friday to speak with you all and answer any questions you may have about this transaction.

While this merger is subject to customary closing conditions, including regulatory and shareholder approvals, I am confident that the deal will close during the first quarter of 2015.

I cannot stress enough that this is VERY good news for us and for our long-term viability and growth. Our overall asset size is forecasted to increase to approximately $875 million, we will expand into new markets and, most importantly, we will establish that Mid Penn Bank is 100% committed to the communities in which we operate.

Thank you to all of you for being the best employees in Central PA. Your dedication to making us THE BEST BANK in Central PA has allowed us to pursue this milestone transaction. Without you and the contributions you make every day, our success would not be possible.

Rory G. Ritrievi

President and CEO

Additional Information About the Merger and Where to Find It

In connection with the proposed merger, Mid Penn will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 to register the shares of Mid Penn common stock to be issued to the shareholders of Phoenix. The registration statement will include a joint proxy statement/prospectus, which will be sent to the shareholders of Phoenix and Mid Penn seeking their respective approvals of the merger. In addition, each of Mid Penn and Phoenix may file other relevant documents concerning the proposed merger with the SEC.

WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MID PENN, PHOENIX AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents, when they become available, through the website maintained by the SEC at www.sec.gov. Free copies of the proxy statement/prospectus, when they become available, also may be obtained by directing a request by telephone or mail to Mid Penn Bancorp, Inc., 349 Union Street, Millersburg, Pennsylvania 17061, Attention: Investor Relations (telephone: 717-692-7105) or Phoenix Bancorp, Inc., Rockwood Center, 1504 Rt. 61 South, Pottsville, Pennsylvania 17901, Attention: Investor Relations (telephone: 570-544-6438) or by accessing Mid Penn’s website at www.midpennbank.com under “Investors” or Phoenix’s website at www.theminersbank.com under “Phoenix Bancorp.” The information on Mid Penn’s and Phoenix’s websites is not, and shall not be deemed to be, a part of this release or incorporated into other filings either company makes with the SEC.

Mid Penn, Phoenix and their respective directors, executive officers and members of management may be deemed to be participants in the solicitation of proxies from the shareholders of Phoenix and Mid Penn in connection with the merger. Information about the directors and executive officers of Mid Penn is set forth in the proxy statement for Mid Penn’s 2014 annual meeting of shareholders filed with the SEC on March 27, 2014. Additional information regarding the interests of the participants and other persons who may be deemed participants in the merger and description of their direct and indirect interests, by security holdings, may be obtained by reading the joint proxy statement/prospectus regarding the merger when it becomes available.

Caution Regarding Forward-Looking Statements

Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this release and are based on current expectations and involve a number of assumptions. These include statements as to the anticipated benefits of the merger, including future financial and operating results, cost savings and enhanced revenues that may be realized from the merger as well as other statements of expectations regarding the merger and any other statements regarding future results or expectations. Mid Penn intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. Mid Penn’s abilities to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors that could have a material effect on the operations and future prospects of each of Mid Penn and Phoenix and the resulting company, include but are not limited to: (1) the businesses of Mid Penn and/or Phoenix may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected timeframe; (3) revenues following the merger may be lower than expected; (4) customer and employee relationships and business operations may be disrupted by the merger; (5) the ability to obtain required regulatory and shareholder approvals, and the ability to complete the merger on the expected timeframe may be more difficult, time-consuming or costly than expected; (6) changes in interest rates, general economic conditions, legislation and regulation, and monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury, the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System; (7) the quality and composition of the loan and securities portfolios, demand for loan products, deposit flows, competition, and demand for financial services in the companies’ respective market areas; (8) the implementation of new technologies, and the ability to develop and maintain secure and reliable electronic systems; (9) accounting principles, policies, and guidelines; and (10) other risk factors detailed from time to time in filings made by Mid Penn with the SEC. Forward-looking statements reflect Mid Penn’s and Phoenix’s management’s analysis as of the date of this release, even if subsequently made available by Mid Penn or Phoenix on their respective websites or otherwise. Mid Penn undertakes no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, 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.