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
May 27, 2021
Keeping
You in the Loop
As we have
shared in the past, it is our expectation that pending shareholder and regulatory approvals, we anticipate legal close
occurring early in the fourth quarter. Recently, the question was asked: If the process continues to progress at the current
pace, is there a chance that our legal close could be accelerated? The answer is, yes, there is always the possibility
that legal close could come earlier than anticipated. With that said, it’s important to keep in mind that even if
legal close is accelerated that does not change the timeline for our systems conversion and rebranding timeframe, slated
for the weekend of January 21 – 23, 2022. We felt it was important to clarify this point to avoid any confusion.
We will continue
to work closely with the workstream team leads to ensure we are keeping the FAQs up to date. We also wanted to remind
everyone that if you hear something that does not seem right or you think needs further clarification, please reach out
to your manager or send an email to the OnMyMind@wsfsbank.com mailbox. Our goal is to keep everyone informed and
up to date regarding the efforts across all workstreams, but we also need everyone’s help so if you have questions
that have not been covered in the FAQs, please let us know.
Bank Integration
Workstream Spotlight
This week,
we wanted to provide an update regarding the efforts underway within the Bank Integration workstream. As a reminder, this
team is being co-chaired by Lisa Brubaker, Shari Kruzinski and Adam Bonanno. Given the scope associated
with the Bank Integration, the co-chairs are being supported by more than 40 team leads and project managers. To ensure
the Bank Integration runs as efficiently as possible, the co-chairs have divided the workstreams up and will serve as
workstream liaisons, ensuring each group has the support they need.
·
Lisa Brubaker: Technology, Project Management Office, Commercial, Finance
and Investor Relations
·
Shari Kruzinski: Retail, Marketing/CX, Administration and Facilities
·
Adam Bonanno: Retail Lending, Core System/Product Mapping and Risk
|
The co-chairs
have been working with the team leads to define key business outcomes that will be used as metrics and measurements of
success throughout the process. We’ll share these metrics in the weeks ahead once they are finalized.
WSFS and
BMT Volunteer at Caring for Friends
On Tuesday,
WSFS and BMT teamed up to participate in a volunteer initiative at Caring for Friends, located in Northeast Philadelphia.
Team members prepared nutritious meals consisting of baked chicken, squash, asparagus, and lima beans for distribution
to homebound senior citizens and families in need.
Special thanks
go out to the following team members who participated in the event: Kathryn Bittner, Christina Joyce, Carolyn
Barker, Jennifer Wolfenden, Stephanie Linton, Kim Keenan (and her husband Brian) and Charles
Kueny.
As pandemic-related
restrictions are lifted, we anticipate having larger events that can accommodate more volunteers from the WSFS and BMT
teams. Please stay tuned for more details in the weeks ahead.
|
Happy
Memorial Day!
We remember
and thank all those who are serving or who have served our country. Because of them, we enjoy many freedoms in our daily
lives.
|
As
a reminder, please continue to send questions or your thoughts and feedback to the OnMyMind@wsfsbank.com mailbox.
We will build FAQs organized around themes based on questions and comments that are submitted to the mailbox. Also, please
share any suggestions you have for future Sightline topics; we love hearing from you. Please check OneBMT or WSFS@Work
intranet to access the most recent FAQs.
Sincerely,
Your Integration
Steering Committee
|
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 has filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that
includes 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 has been 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 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 2021 annual meeting of stockholders, which was filed with the SEC on March 23, 2021,
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 2021 annual meeting of stockholders, which was filed with the SEC on March 12, 2021, 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, is contained
in the Joint Proxy/Prospectus and other relevant materials filed with the SEC. 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” section of
the Registration Statement and the Joint Proxy/Prospectus, 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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