Filed by WSFS Financial Corporation
pursuant to Rule 425 under the
Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12 under
the
Securities Exchange Act of 1934, as amended
Subject Company: Bryn Mawr Bank Corporation
Commission File Number: 001-35746
INTRODUCTION AND WSFS’ PROMISE EMAIL
Hello BMT’ers –
Following Rodger’s email on Friday, I wanted to introduce
myself. My name is Michael Conklin and I am the CHRO of WSFS. Like Rodger mentioned, typically I would be spending
time visiting BMT locations. We hope that becomes possible soon.
As we move forward, I realize there are many questions that each
of you have, including and most importantly, “How will this affect my job?” I have already begun discussions with Linda
Sanchez, and together we will be working closely on the Integration Team. There are a lot of details to work through and many questions
that still need to be answered. With that said, I wanted to share the following commitment:
WSFS’ Promise to BMT’ers
-
We will be transparent and communicate decisions as they are made.
When we know, you’ll know.
-
Whenever possible, we will refrain from filling open positions, to
gauge the level of interest from BMT employees about joining our combined company.
-
We will consider anyone who is interested in staying with our combined
company, even if that means exploring opportunities outside of one’s current role.
-
We will be upfront on all matters and always treat everyone fairly
and with respect.
We will begin regular communications starting with a combined newsletter
that you will soon see in your email. We will use this as a medium to keep everyone updated on the integration process and
to answer questions that we receive. Remember to reach out to your HR Business Partner to address any immediate concerns,
and questions can be sent to onmymind@wsfsbank.com.
Thank you in advance for your support and patience with this process.
I look forward to meeting and interacting with you.
Michael L. Conklin
EVP, Chief Human Resource Officer
WSFS Bank
HRBP
|
Lines
of Business
|
Jerry Cary
|
Retail Bank and Banking Operations
|
Nicola Fryer
|
Commercial Bank including Lending, KCMI, Mortgage, Credit Administration, BMT Equipment Finance and Capital Markets
|
Gina Marandola-Tincu
|
Wealth & Insurance
|
Chrissy Zazworskey
|
All Support functions including Audit, Risk Management, Finance, IT, Facilities, Legal and Marketing
|
Important Additional Information will be Filed with the SEC
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 with respect to the proposed acquisition by WSFS Financial
Corporation (“WSFS”) of Bryn Mawr Bank Corporation (“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 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 communication 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.
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