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.
One 1st Colonial director to be nominated by the 1st Colonial board of directors in consultation with Mid Penn will join the Mid Penn board upon completion of the transaction. Concurrent with the entering into the merger agreement, 1st Colonial President and Chief Executive Officer, Robert B. White, entered into an employment agreement with Mid Penn Bank to become the Senior Executive Vice President, Greater Philadelphia Metro Area Market President and Senior Risk Advisor of Mid Penn Bank.
Founded in 2000 and headquartered in Mount Laurel, NJ, 1st Colonial operates three full-service branch locations and one loan production office in the greater Philadelphia metropolitan area. As of June 30, 2025, 1st Colonial had approximately $877 million in total assets, $743 million in total deposits and $640 million in total loans. The transaction continues Mid Penn’s strategic expansion into the greater Philadelphia metropolitan area. The combined company will have pro forma total assets of more than $7.2 billion, total deposits of approximately $6.2 billion and gross loans of more than $5.4 billion, based on financial data as of June 30, 2025. Pro forma for the transaction, Mid Penn will have more than 60 total branch locations with strong capital ratios and be well positioned to serve its commercial and retail customers throughout its footprint.
“We are excited to welcome 1st Colonial to Mid Penn, a strategic move to further expand our footprint into the greater Philadelphia metropolitan area, particularly southern New Jersey,” Mid Penn Chair, President and CEO Rory G. Ritrievi said. “This merger brings together two institutions with a deep understanding of our customers’ needs, a shared commitment to our communities, and a focus on shareholder return. The combined bank will continue the positive impact Mid Penn has made in the greater Philadelphia metropolitan area market, creating a more powerful, resilient, and dynamic financial institution that is better positioned to invest in local businesses, support nonprofits, and help individuals and families achieve their financial goals.”
Robert White, President and CEO of 1st Colonial, said, “We are thrilled to be joining forces with Mid Penn, a recognized regional banking leader. The strategic transaction will create tremendous opportunity for our Team Members, valued customers, and our dedicated shareholders. The combination will allow for an expansion of our product and service offering, as well as bring greater financial capacity for continued investment in our company and our communities.”
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.
Keefe, Bruyette & Woods, A Stifel Company is acting as exclusive financial advisor to Mid Penn and Holland & Knight LLP is acting as its legal advisor in the transaction. Stephens Inc. is acting as exclusive financial advisor to 1st Colonial and rendered a fairness opinion to 1st Colonial, and Stradley Ronon Stevens & Young, LLP is acting as its legal advisor in the transaction.
