WSFS Financial Corporation (NASDAQ: WSFS) and Bryn Mawr Bank
Corporation (NASDAQ: BMTC), jointly announced today the signing of
a definitive merger agreement whereby Bryn Mawr Bank Corporation
(“Bryn Mawr”) will merge with WSFS Financial Corporation (“WSFS”),
in a transaction valued at approximately $976.4 million.
Simultaneously with the merger, The Bryn Mawr Trust Company
(“BMT”), the wholly owned subsidiary of Bryn Mawr, will merge into
WSFS Bank, a wholly owned subsidiary of WSFS. The combination of
two of the high performing, locally-based financial services
companies in the Greater Philadelphia and Delaware region
solidifies WSFS’ position as the preeminent, locally-headquartered
bank for this region. With nearly $20 billion in assets and an
approximately $43 billion Wealth Management business as of December
31, 2020, WSFS believes that following the merger it will be the
only bank in the region with distinct market-share advantages,
including market knowledge, local decision-making, a full-service
product suite and a balance sheet to compete with larger regional
and national banks.
Under the terms of the agreement, stockholders of Bryn Mawr will
receive 0.90 of a share of WSFS common stock for each share of Bryn
Mawr common stock. The per share value equates to an implied value
of $48.55 for Bryn Mawr stockholders based on the closing price of
WSFS stock on March 9, 2021.
“This combination aligns with our strategic plan,” said Rodger
Levenson, WSFS’ Chairman, President and CEO. “Combining with Bryn
Mawr allows us to accelerate our long-term strategic objectives,
including scale to continue to invest in our delivery and talent
transformations. This combination also creates the premier wealth
management and trust business in the region and the sixth largest
bank-affiliated wealth management and trust business nationwide
under $100 billion in assets. Together, we are poised and
positioned to continue to serve and outperform for all our
constituents, and to deliver sustainable high performance for years
to come.”
Frank Leto, President and CEO of Bryn Mawr, said, “We strongly
believe in the value creation by combining with WSFS and enhancing
the strengths of our institutions. This is a sound decision for
Bryn Mawr, our stockholders, our Clients and the communities we
serve. We are combining with WSFS because it is an established
institution with deep roots in the region and the utmost focus on
doing the right thing for our Clients.”
The combination is WSFS’ ninth since 2010, including traditional
banks and other fee-based businesses in southeastern Pennsylvania
and Delaware. WSFS’ proven track record of successful integrations,
combined with its strong organic growth and purposeful expansion
into the Greater Philadelphia region, has resulted in significant
community and economic investments.
To continue its commitment to the communities it serves, WSFS is
making a $2 million grant to the WSFS Community Foundation to
support underserved communities as part of its mission. Both
companies’ long-standing commitment to serve their communities will
remain vital to WSFS’ future.
WSFS anticipates consolidating approximately 30% of the combined
banking offices due to geographic overlap and optimization
opportunities within the network.
WSFS expects pre-tax merger and restructuring costs of
approximately $127 million and to achieve annual cost synergies of
approximately $73 million, once fully phased in by 2023. The merger
is expected to be accretive to WSFS’ earnings per share in 2022,
excluding the one-time merger and restructuring costs noted above,
and 13.4% accretive once all synergies are achieved in 2023,
generating an internal rate of return (IRR) of approximately
18.0%.
After closing, Frank Leto, President and CEO of Bryn Mawr, will
join the Boards of Directors of WSFS Financial and WSFS Bank along
with two mutually agreed upon current directors of Bryn Mawr’s
Board.
The merger agreement has been approved by the boards of
directors of both companies. Closing of the transaction is
subject to customary approvals by regulators and stockholders of
both companies. Pending those approvals, the transaction is
expected to close early in the fourth quarter of 2021.
Piper Sandler & Co. acted as financial advisor to WSFS, and
its legal counsel was Covington & Burling LLP. Keefe, Bruyette
& Woods, Inc., A Stifel Company, acted as financial advisor to
Bryn Mawr and its legal counsel was Squire Patton Boggs LLP.
WSFS’ Rodger Levenson, Chairman, President and CEO and Dominic
C. Canuso, Executive Vice President, Chief Financial Officer and
Bryn Mawr’s President and CEO Frank Leto will host a conference
call at 10:00 a.m. ET on March 10, 2021, to discuss the strategic
combination. Interested parties may listen to this call by dialing
1-(877) 312-5857 and using audience passcode 3145918. Presentation
slides for the conference call are available on the Company’s
investor relations page at
http://investors.wsfsbank.com/events-presentations. A rebroadcast
of the conference call will be available one hour after the
completion of the conference call, until March 17, 2021, by calling
1-(855) 859-2056 and using Conference ID 3145918.
About WSFS Financial
Corporation WSFS Financial Corporation is a
multi-billion-dollar financial services company. Its primary
subsidiary, WSFS Bank, is the oldest and largest locally managed
bank and trust company headquartered in Delaware and the
Greater Philadelphia region. As of December 31,
2020, WSFS Financial Corporation had $14.3
billion in assets on its balance sheet and $24.2
billion in assets under management and administration. WSFS
operates from 112 offices, 89 of which are banking offices, located
in Pennsylvania (52), Delaware (42), New
Jersey (16), Virginia (1) and Nevada (1)
and provides comprehensive financial services including commercial
banking, retail banking, cash management and trust and wealth
management. Other subsidiaries or divisions include Arrow Land
Transfer, Cash Connect®, Cypress Capital Management,
LLC, Christiana Trust Company of Delaware®, NewLane Finance®,
Powdermill® Financial Solutions, West Capital Management®,
WSFS Institutional Services®, WSFS Mortgage®, and WSFS Wealth®
Investments. Serving the Greater Delaware Valley since
1832, WSFS Bank is one of the ten oldest banks in the
United States continuously operating under the same name. For
more information, please visit www.wsfsbank.com.
About Bryn Mawr Bank CorporationBryn Mawr Bank
Corporation (NASDAQ: BMTC), is the holding company for The Bryn
Mawr Trust Company which was founded in 1889, and is headquartered
in Bryn Mawr, PA. BMT is a locally managed, premier financial
services company providing retail and commercial banking; trust
administration and wealth management; and insurance and risk
management solutions. Bryn Mawr Bank Corporation has $5.4 billion
in corporate assets and $19 billion in wealth assets under
management, administration, supervision, and brokerage (as of
12/31/20). The company operates 41 banking locations, 7 wealth
management offices and 2 insurance and risk management locations in
the following counties: Montgomery, Chester, Delaware,
Philadelphia, and Dauphin Counties in Pennsylvania; New Castle
County in Delaware; and Mercer and Camden Counties in New
Jersey.
Important Additional Information will be Filed with the
SECThis 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 with respect to the proposed
acquisition by WSFS of Bryn Mawr. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
the Securities Act of 1933, as amended, and no offer to sell or
solicitation of an offer to buy shall be made 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.
In connection with the proposed transaction, WSFS will file with
the U.S. Securities and Exchange Commission (the “SEC”) a
Registration Statement on Form S-4 that will include a joint proxy
statement of WSFS and Bryn Mawr and a prospectus of WSFS (the
“Joint Proxy/Prospectus”), and each of WSFS and Bryn Mawr may file
with the SEC other relevant documents concerning the proposed
transaction. The definitive Joint Proxy/Prospectus will be mailed
to stockholders of WSFS and Bryn Mawr. STOCKHOLDERS ARE URGED TO
READ THE REGISTRATION STATEMENT AND THE JOINT PROXY/PROSPECTUS
REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC BY WSFS AND BRYN MAWR, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT WSFS, BRYN MAWR AND THE PROPOSED TRANSACTION.
Free copies of the Registration Statement and the Joint
Proxy/Prospectus, as well as other filings containing information
about WSFS and Bryn Mawr, may be obtained at the SEC’s website
(http://www.sec.gov) when they are filed. You will also be able to
obtain these documents, when they are filed, free of charge, by
directing a request to WSFS Financial Corporation, WSFS Bank
Center, 500 Delaware Avenue, Wilmington, Delaware 19801 or by
directing a request to Bryn Mawr Bank Corporation, 801 Lancaster
Avenue, Bryn Mawr, Pennsylvania 19010.
Participants in the SolicitationWSFS, Bryn Mawr
and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies
from the stockholders of WSFS or Bryn Mawr in respect of the
proposed transaction. Information about WSFS’ directors and
executive officers is available in its proxy statement for its 2020
annual meeting of stockholders, which was filed with the SEC on
March 23, 2020, and other documents filed by WSFS with the SEC.
Information regarding Bryn Mawr’s directors and executive officers
is available in its proxy statement for its 2020 annual meeting of
stockholders, which was filed with the SEC on March 6, 2020, and
other documents filed by Bryn Mawr with the SEC. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the Joint Proxy/Prospectus and
other relevant materials to be filed with the SEC when they become
available. Free copies of this document may be obtained as
described in the preceding paragraph.
Forward-Looking Statements This press release
contains estimates, predictions, opinions, projections and other
“forward-looking statements” as that phrase is defined in the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements include, without limitation, statements relating to the
impact WSFS and Bryn Mawr expect their proposed merger to have on
the combined entity’s operations, financial condition, and
financial results, and WSFS’ and Bryn Mawr’s expectations about
their ability to successfully integrate their respective businesses
and the amount of cost savings and overall operational efficiencies
WSFS and Bryn Mawr expect to realize as a result of the proposed
acquisition. The forward-looking statements also include
predications or expectations of future business or financial
performance as well as goals and objectives for future operations,
financial and business trends, business prospects, and management's
outlook or expectations for earnings, revenues, expenses, capital
levels, liquidity levels, asset quality or other future financial
or business performance, strategies or expectations. The words
“believe,” “intend,” “expect,” “anticipate,” “strategy,” “plan,”
“estimate,” “approximately,” “target,” “project,” “propose,”
“possible,” “potential,” “should” and similar expressions, among
others, generally identify forward-looking statements. Such
forward-looking statements are based on various assumptions (many
of which are beyond the control of WSFS and Bryn Mawr) and are
subject to risks and uncertainties (which change over time) and
other factors which could cause actual results to differ materially
from those currently anticipated. Such risks and uncertainties
include, but are not limited to, the possibility that the proposed
acquisition does not close when expected or at all because required
regulatory, stockholder or other approvals and other conditions to
closing are not received or satisfied on a timely basis or at all;
the delay in or failure to close for any other reason; changes in
WSFS’ share price before closing; the outcome of any legal
proceedings that may be instituted against WSFS or Bryn Mawr; the
occurrence of any event, change or other circumstance that could
give rise to the right of one or both parties to terminate the
merger agreement providing for the merger; the risk that the
businesses of WSFS and Bryn Mawr will not be integrated
successfully; the possibility that the cost savings and any
synergies or other anticipated benefits from the proposed
acquisition may not be fully realized or may take longer to realize
than expected; disruption from the proposed acquisition making it
more difficult to maintain relationships with employees, customers
or other parties with whom WSFS or Bryn Mawr have business
relationships; diversion of management time on merger-related
issues; risks relating to the potential dilutive effect of the
shares of WSFS common stock to be issued in the proposed
transaction; the reaction to the proposed transaction of the
companies’ customers, employees and counterparties; uncertainty as
to the extent of the duration, scope, and impacts of the COVID-19
pandemic on WSFS, Bryn Mawr and the proposed transaction; and other
factors, many of which are beyond the control of WSFS and Bryn
Mawr. We refer you to the “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” sections of WSFS’ Annual Report on Form 10-K for the
year ended December 31, 2020, Bryn Mawr’s Annual Report on Form
10-K for the year ended December 31, 2020 and any updates to those
risk factors set forth in WSFS’ and Bryn Mawr’s Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K and other filings, which
have been filed by WSFS and Bryn Mawr with the SEC and are
available on the SEC’s website at www.sec.gov. All forward-looking
statements, expressed or implied, included herein are expressly
qualified in their entirety by the cautionary statements contained
or referred to herein. The actual results or developments
anticipated may not be realized or, even if substantially realized,
they may not have the expected consequences to or effects on WSFS,
Bryn Mawr or their respective businesses or operations. We caution
readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date on which they are made.
Neither WSFS nor Bryn Mawr undertakes any obligation, and
specifically declines any obligation, to revise or update any
forward-looking statements, whether as a result of new information,
future developments or otherwise, except as specifically required
by law.
Investor Relations and Media Contact:Dominic C.
Canuso(302) 571-6833dcanuso@wsfsbank.com
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/9b447cd0-b4c2-4e01-b77d-d5e8a4c29eac
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