UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): March
10, 2021
WSFS
FINANCIAL CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Delaware
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001-35638
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22-2866913
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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500 Delaware
Avenue, Wilmington, Delaware 19801
(Address of
Principal Executive Offices, and Zip Code)
(302) 792-6000
Registrant’s
Telephone Number, Including Area Code
Not Applicable
(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 (see General Instruction A.2. below):
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x
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communication
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.01 per share
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WSFS
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Nasdaq
“Global Select Market”
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 7.01
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Regulation FD Disclosure.
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On March 10,
2021, WSFS Financial Corporation (“WSFS”) released a presentation to investors about the Transaction (as defined below).
The presentation is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
This information
(including Exhibit 99.1) is being furnished under Item 7.01 hereof and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, and such information shall not be deemed incorporated by reference into any filing under the Securities Act of
1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
On March 10,
2021, WSFS and Bryn Mawr Bank Corporation (“Bryn Mawr”) issued a joint press release announcing that WSFS and Bryn
Mawr have entered into an Agreement and Plan of Merger pursuant to which Bryn Mawr will merge with and into WSFS (the “Transaction”).
The joint press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Important Additional Information
will be Filed with the SEC
This Current
Report on Form 8-K 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 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 Solicitation
WSFS, 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’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 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 Current
Report on Form 8-K 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’s 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’s
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’s
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’s 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.
Item 9.01
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Financial Statements
and Exhibits.
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SIGNATURE
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.
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WSFS
Financial Corporation
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By:
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/s/
Dominic C. Canuso
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Dominic
C. Canuso
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Executive
Vice President and Chief Financial Officer
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Date:
March 10, 2021
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