MID PENN BANCORP, INC. (NASDAQ:MPB) Files An 8-K Entry into a Material Definitive Agreement

ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 29, 2017, Mid Penn Bancorp, Inc. (Mid Penn), Mid Penn
Bank, and The Scottdale Bank Trust Company (Scottdale) entered
into an Agreement and Plan of Merger (the Merger Agreement).The
Merger Agreement provides that, upon the terms and subject to the
conditions set forth therein, Scottdale will merge with and into
Mid Penn Bank, with Mid Penn Bank as the surviving bank (the
Merger). The Merger Agreement was approved unanimously by the
boards of directors of Mid Penn, Mid Penn Bank and Scottdale.

If the merger is completed, Scottdale shareholders will have the
right to receive for each share of Scottdale common stock they
own, at their election, (i) $1,166 in cash or (ii) a fraction of
a share (the exchange ratio) of Mid Penn common stock determined
by dividing (y) $1,166 by (z) the 10 trading day per share
volume-weighted average price for Mid Penn common stock ending on
the date that is five business days prior to the closing of the
merger (the Average Price), provided that in no event may the
exchange ratio be less than 38.88 or greater than 44.86,
respectively. Scottdale shareholders may also elect to receive a
combination of cash and Mid Penn common stock. The Merger
Agreement provides that 90% of the outstanding shares of
Scottdale common stock will be converted into right to receive
shares of Mid Penn common stock and the remainder of the
outstanding shares of Scottdale common stock will be converted
into the right to receive cash.However, the percentage could be
adjusted down to 85% in the event that shareholders perfecting
their dissenters rights reaches 15% of the outstanding shares of
Scottdale common stock.

The Merger Agreement provides that Mid Penn will appoint Donald
F. Kiefer, President and Chief Executive Officer and a director
of Scottdale, to the board of directors of Mid Penn and Mid Penn
Bank effective upon closing of the Merger.

The Merger Agreement contains customary representations and
warranties from both Mid Penn and Scottdale that are qualified by
the confidential disclosures provided to the other party in
connection with the Merger Agreement, as well as matters included
in Mid Penns most recent annual report on Form 10-K filed with
the United States Securities and Exchange Commission (the SEC),
and each party has agreed to customary covenants between
execution of the Merger Agreement and the closing of the Merger,
including in the case of both Mid Penn and Scottdale a covenant
to convene a meeting of shareholders to consider the Merger
Agreement and, subject to certain exceptions, to recommend that
its shareholders approve and adopt the Merger Agreement, and, in
the case of Scottdale, a covenant, subject to certain exceptions,
not to solicit alternative acquisition proposals, provide
information to third parties or engage in discussions with third
parties relating to an alternative acquisition proposal.

Completion of the Merger is subject to a number of customary
conditions, including, among others, (i) the approval of the
Merger Agreement by the shareholders of each of Scottdale and Mid
Penn, (ii) the effectiveness of the registration statement to be
filed by Mid Penn with the SEC relating to the Mid Penn common
stock to be issued in the Merger, (iii) approval of the listing
on The Nasdaq Stock Market of the shares of Mid Penn common stock
to be issued in the Merger, (iv) the absence of any order or
other legal restriction prohibiting the closing of the Merger,
(v) receipt of required regulatory approvals without the
imposition of any condition or requirement, excluding standard
conditions that are normally imposed by the regulatory
authorities in bank merger transactions, that would, in the good
faith reasonable judgment of the board of directors of either Mid
Penn or Scottdale, materially and adversely affect the business,
operations, financial condition, property or assets of the
combined enterprise or materially impair the value of Scottdale
to Mid Penn or the value of Mid Penn to Scottdale, and (vi)
Lawrence J Kiefer and Mid Penn Bank entering into a mutually
acceptable employment agreement effective as of the closing.Each
partys obligations to complete the Merger is also subject to
certain additional customary conditions, including:(a) subject to
certain exceptions, the accuracy of the representations and
warranties of the other party, (b) performance in all material
respects by the other party of its obligations under the Merger
Agreement, (c) not more than 15% of the outstanding shares of
Scottdale common stock have properly effected their dissenters
rights, (d) the absence of any material adverse effect (as such
term is defined in the Merger Agreement) with respect to the
other party, and (e) the receipt by each party of an opinion from
its counsel to the

effect that the Merger will qualify as a reorganization within
the meaning of Section 368(a) of the Internal Revenue Code of
1986, as amended.

The Merger Agreement provides certain termination rights for both
Mid Penn and Scottdale, including, among others, if the Merger
has not been completed by March 31, 2018 or such later date as
shall have been agreed to in writing by Mid Penn and
Scottdale.Scottdale may also terminate the Merger Agreement in
the event of certain declines in the Average Price measured
against, among other things, the Nasdaq Bank Index over the
period from the last trading day before the date of the Merger
Agreement to the fifth business day prior to the closing unless
Mid Penn contributes sufficient additional cash, shares of Mid
Penn common stock or a combination thereof to a predetermined
level to partially offset the reduction in the value of the
consideration attributable to such decline.Scottdale and Mid Penn
each also has the right to terminate the Merger Agreement under
certain circumstances relating to other permitted acquisition
proposals and, in the event of such termination, Scottdale would
be obligated to pay Mid Penn a termination fee of $2,365,500.In
the event that the Merger Agreement is terminated by either Mid
Penn or Scottdale if Scottdale shareholders fail to approve the
Merger Agreement, Scottdale shall pay Mid Penn the lesser of (i)
the amount of Mid Penns actual and documented out-of-pocket
expenses incurred in connection with due diligence, negotiation,
execution of the Merger Agreement and undertaking the
transactions contemplated by the Merger Agreement (including,
without limitation, all financial advisor, accounting, counsel
and third party review firm fees), and (ii) $500,000.However, if
Scottdale enters into a definitive agreement relating to, or
consummates, a Scottdale Acquisition Proposal (as defined in the
Merger Agreement) within 12 months after the occurrence of any of
the following termination events: (a) by Mid Penn because of a
willful breach by Scottdale or (b) by Mid Penn or Scottdale if
Scottdale shareholders fail to approve the Merger Agreement,
Scottdale shall pay to Mid Penn a fee of $2,365,500, with a
credit for any previously paid expense reimbursement.

The foregoing summary of the Merger Agreement is not complete and
is qualified in its entirety by reference to the complete text of
such document, which is attached hereto as Exhibit 2.1 and
incorporated herein by reference.The representations, warranties,
and covenants of each party set forth in the Merger Agreement
have been made only for purposes of, were and are solely for the
benefit of the parties to, the Merger Agreement, may be subject
to limitations agreed upon by the contracting parties, including
being qualified by confidential disclosures made for the purposes
of allocating contractual risk between the parties to the Merger
Agreement instead of establishing these matters as facts, and may
be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to
investors.Accordingly, the representations and warranties may not
describe the actual state of affairs at the date they were made
or at any other time, and investors should not rely on them as
statements of fact. In addition, such representations and
warranties will not survive completion of the Merger, and were
made only as of the date of the Merger Agreement or such other
date as is specified in the Merger Agreement. Moreover,
information concerning the subject matter of the representations
and warranties may change after the date of the Merger Agreement,
which subsequent information may or may not be fully reflected in
the parties public disclosures. Accordingly, the Merger Agreement
is included with this filing only to provide investors with
information regarding the terms of the Merger Agreement, and not
to provide investors with any other factual information regarding
Mid Penn or Scottdale, their respective affiliates or their
respective businesses. The Merger Agreement should not be read
alone, but should instead be read in conjunction with the other
information regarding Mid Penn, Scottdale, and their respective
affiliates or their respective businesses, the Merger Agreement
and the Merger that will be contained in, or incorporated by
reference into, the Registration Statement on Form S-4 that will
include a joint proxy statement of Mid Penn and Scottdale and a
prospectus of Mid Penn, as well as in the Forms 10-K, Forms 10-Q
and other filings that Mid Penn makes with the SEC.

Concurrently with the execution of the Merger Agreement, each of
the directors and executive officers of Scottdale have entered
into separate affiliate letters with Mid Penn to which such
individuals have agreed, subject to the terms set forth therein,
to vote their shares of Scottdale common stock that they are
entitled to vote for the Merger and related matters and to become
subject to certain transfer restrictions with respect to their
holdings of Scottdale common stock.Such affiliate letters
represent 28,913 shares of Scottdale common stock, or
approximately 57% of the issued and outstanding shares of
Scottdale common stock.In addition, concurrently with the
execution of the Merger Agreement, the directors and executive
officers of Mid Penn entered into separate affiliate letters with
Scottdale to which such individuals have agreed, subject to the
terms set forth therein, to vote their shares of Mid Penn Common
Stock that they are entitled to vote for the Merger and related
matters and to become subject to certain transfer restrictions
with respect to their holdings of Mid Penn Common Stock.Such
affiliate letters represent 320,789 shares of Mid Penn

common stock, or approximately 7.6% of the issued and outstanding
shares of Mid Penn common stock.Each of these affiliate letters
terminates in accordance with its terms if the Merger Agreement
is terminated, and in other specified circumstances. The
foregoing summary of the affiliate letters does not purport to be
complete and is qualified in its entirety by the text of such
agreements, which are attached as Exhibits 99.1 (Form of
Scottdale Affiliate Letter) and 99.2 (Form of Mid Penn Affiliate
Letter) to this Current Report on Form 8-K filed the date hereof
by Mid Penn, and are incorporated herein by reference.

________________________

Forward-Looking Statements

This filing contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of
1995.These statements include, but are not limited to,
expectations or predictions of future financial or business
performance, conditions relating to Mid Penn and Scottdale, or
other effects of the proposed merger on Mid Penn and
Scottdale.Forward-looking statements are typically identified by
words such as believe, expect, anticipate, intend, target,
estimate, continue, positions, prospects or potential, by future
conditional verbs such as will, would, should, could or may, or
by variations of such words or by similar expressions.These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time.Forward-looking
statements are made only as of the date of this filing, and
neither Mid Penn nor Scottdale undertakes any obligation to
update any forward-looking statements contained in this
presentation to reflect events or conditions after the date
hereof.Actual results may differ materially from those described
in any such forward-looking statements.

In addition to factors previously disclosed in the reports filed
by Mid Penn and Scottdale with the SEC and those identified
elsewhere in this document, the following factors, among others,
could cause actual results to differ materially from forward
looking statements or historical performance: the ability to
obtain regulatory approvals and satisfy other closing conditions
to the merger, including approval by shareholders of Mid Penn and
Scottdale; the timing of closing the merger; difficulties and
delays in integrating the business or fully realizing cost
savings and other benefits; changes in asset quality and credit
risk; the inability to sustain revenue and earnings growth;
changes in interest rates and capital markets; inflation;
customer acceptance of products and services; customer borrowing,
repayment, investment and deposit practices; competitive
conditions; economic conditions, including downturns in the
local, regional or national economies; the impact, extent and
timing of technological changes; changes in accounting policies
or practices; changes in laws and regulations; and other actions
of the Federal Reserve Board and other legislative and regulatory
actions and reforms.

Important Additional Information and Where to Find It

Mid Penn intends to file with the SEC a Registration Statement on
Form S-4 relating to the proposed merger, which will include a
prospectus for the offer and sale of Mid Penn common stock as
well as the joint proxy statement-prospectus of Scottdale and Mid
Penn for the solicitation of proxies from their shareholders for
use at the meetings at which the merger will be considered.This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation
of any vote or approval.SHAREHOLDERS OF MID PENN AND SCOTTDALE
ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT-PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES
AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.A free copy of
the joint proxy statement-prospectus, as well as other filings
containing information about Mid Penn and Scottdale, may be
obtained at the SEC’s website at http://www.sec.gov. In
addition, copies of the joint proxy statement-prospectus can also
be obtained, when it becomes available, free of charge by
directing a request to Mid Penn Bancorp, Inc., 349 Union Street,
Millersburg, Pennsylvania 17061, attention:Investor Relations
(telephone (717) 692-7105); or to The Scottdale Bank Trust
Company, 150 Pittsburgh Road, Scottdale, Pennsylvania 15683,
attention:Investor Relations (telephone (724) 887-8330).

Mid Penn, Scottdale, and certain of their directors and executive
officers may, under the rules of the SEC, be deemed to be
“participants” in the solicitation of proxies from shareholders
of Mid Penn and Scottdale in connection with the proposed
merger.Information concerning the interests of the persons who
may be considered “participants” in the

solicitation will be set forth in the proxy statement-prospectus
relating to the merger.Information concerning Mid Penns directors
and executive officers, including their ownership of Mid Penn
common stock, is set forth in its proxy statement previously
filed with the SEC on March 28, 2016.Shareholders may obtain
additional information regarding interests of such participants
by reading the registration statement and the joint proxy
statement-prospectus when they become available.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

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.

EXHIBIT INDEX

About MID PENN BANCORP, INC. (NASDAQ:MPB)

Mid Penn Bancorp, Inc. (Mid Penn) is the bank holding company for Mid Penn Bank (the Bank). The Bank engages in a full-service commercial banking and trust business, providing a range of financial services, including mortgage and home equity loans, secured and unsecured commercial and consumer loans, lines of credit, community development loans, loans to non-profit entities and local government loans, and various types of time and demand deposits, including checking accounts, savings accounts, clubs, money market deposit accounts, certificates of deposit and individual retirement accounts (IRAs). The Bank provides a range of trust and retail investment services. The Bank also offers other services, such as online banking, telephone banking, cash management services, automated teller services and safe deposit boxes. The Bank has approximately 20 retail banking properties located in Cumberland, Dauphin, Lancaster, Luzerne, Northumberland and Schuylkill Counties in Pennsylvania.

MID PENN BANCORP, INC. (NASDAQ:MPB) Recent Trading Information

MID PENN BANCORP, INC. (NASDAQ:MPB) closed its last trading session down -0.80 at 27.25 with 6,329 shares trading hands.