Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
April 16 2021 - 12:59PM
Edgar (US Regulatory)
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
Special
Edition – April 16, 2021
Keeping
You In the Loop
Today we will file our merger application with the Office of the Comptroller
of the Currency (OCC) and the Federal Reserve Bank of Philadelphia. We wanted to share this update because it marks the achievement
of our first major milestone in the combination of our companies. Included in our merger applications is the list of banking offices
that we anticipate consolidating as part of our combination.
Retail
Network Update
When our historic partnership was announced,
our leadership teams shared with you that we planned to consolidate approximately 30% of the combined WSFS and BMT banking offices
due to steady declines in branch transactional activity, the rapid adoption and usage of digital services, geographic overlap,
and our ability to service Customers and Clients via all channels.
Teams from WSFS and BMT have conducted an extensive analysis
of the combined franchises to study market overlap, transaction trends, business opportunities in light of the post-COVID environment
and our investment in Delivery Transformation, as well as visibility from high-traffic roadways, space considerations, cost of
ownership and the accessibility of each location.
After extensive
conversations and careful consideration, we have decided to consolidate or close 22 BMT and 12 WSFS banking offices across the
combined footprint. Most of these changes will occur at conversion, which we anticipate occurring in early 2022. Over the next
two years, we also anticipate consolidating or closing an additional six locations that have not yet been identified.
|
Yesterday and earlier this morning, our Retail leadership teams began conversations
with WSFS and BMT teams about the intended changes to our combined retail network. We wanted to talk with them first before sharing
this news with all of you. The list of consolidating and closing banking offices as well as the alternative remaining locations
has been posted on the WSFS and BMT intranet sites. As you will see, 70% of the consolidating locations are in close proximity
to other banking offices of the combined company, and the remainder are being consolidated as part of the overall optimization
of our franchise.
We are
required to file a public notice of our merger application. Included in this notice is the list of 34 banking offices that will
be consolidated or closed as part of our combination. This public notice will run in The Wilmington News Journal on 4/17,
4/24 and 5/12 and the notice will also run in The Main Line Times on 4/18, 4/25 and 5/9.
We will notify
Customers and Clients about the changes to our combined retail network later this year after we complete a holistic analysis of
the transactional behaviors and banking offices used by each Customer. Our objective is to prepare WSFS and BMT Customers and
Clients for these changes by conveying a comprehensive view of our combined network and identifying the most convenient locations
based on past transaction activities as well as geographic proximity.
Over the coming weeks and months, we will continue to evaluate
staffing needs to support our combination. Our collective goal is to give everyone an opportunity to be part of our combined company.
We have
developed talking points, frequently asked questions and a list of offices near the locations that we intend to consolidate. These
resources have been posted in the WSFS and BMT Integration pages on WSFS@Work and OneBMT. If you have any questions, please direct
them to OnMyMind@wsfsbank.com and we’ll make sure they are answered as soon as possible.
We ask for your continued
support as we build the premier Bank and Wealth Management franchise in the Greater Philadelphia and Delaware region.
Sincerely,
Your Integration Steering Committee
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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 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, 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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