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 6, 2021
|
Keeping
You in the Loop
As we have
previously shared, we anticipate the legal combination of our companies will take place in early fourth quarter of this
year and conversion would take place in early 2022 following stockholder and regulatory approval. Over the past several
weeks, the Integration Steering Committee has continued discussions with our technology partners to explore possible dates
for conversion weekend. As the team evaluated the different options, the number one objective was to determine which date
presented the best option for us to successfully execute our systems conversion and provide the ideal experience for our
Customers and Clients.
After careful
evaluation, we can share that we expect the banking system and branding conversion will take place January 21 –
23, 2022. The WSFS Bank offices, previously outlined as part of the Retail Network update, will open for business on Monday,
January 24th as WSFS Bank.
While the
expected dates for conversion weekend have been identified, we know it’s the hard work and collaborative efforts
that have already begun and will continue to take place in the weeks and months ahead that will result in a successful
conversion. Thank you for all that you are doing and for all that we are accomplishing, together. We promise to keep everyone
posted on key dates and milestones as well as the progress of each of the integration workstreams.
Workstream
Spotlight: Culture Integration
As we have
shared in the past, we will provide periodic updates on the progress that various workstreams are making toward our combination.
Last week, the Culture Integration team held their initial kickoff meeting. Linda Sanchez and Peggy Eddens were joined by the
following team members: Jen Jurden, Justin Dunn, Jeff Alexander, Chantelle Miick, Sheila Hacker, Vernita Dorsey, Shari Kruzinski,
Mark Bradford, Jim Donovan, Jim Egan, Gina Marandola-Tincu, Lindsay Saling, Michael Thompson, Stephen Wellman, Cindy Yovanov and
Chrissy Zazworskey.
|
|
There was
great energy among the team and an understanding of the importance of the group’s efforts as part of our successful combination.
In the weeks ahead, we plan to solicit feedback from Associates and Employees of both companies; more to come! In the meantime,
if there is something you want to make sure the group has on their radar, please feel free to reach out to any of the team members.
We wanted to share the logo that was developed for the Culture Integration team that will be used as part of various communications
from the team.
Making
a Difference in our Communities…Together!
We are thrilled
to share the first joint volunteer efforts recently took place. WSFS and BMT team members joined forces to lend a hand
to the Free Library of Philadelphia. J. David Mariscotti from the library sent the following note to the team:
“Thank
you and thank you to your amazing crew from the WSFS / BMT Bank for all of your hard work and efforts this morning! The
library garden looks amazing and so many neighbors have commented on the difference already. We are so lucky to have such
amazing community partners and I hope we can partner again in the near future.”
A special
thanks to Gina Marandola-Tincu and Vernita Dorsey for coordinating this effort. Please stay tuned for additional opportunities
for us to volunteer together and show our shared commitment to the communities we serve.
|
|
Happy
Mother’s Day
A
special shout out to all the Moms across our organizations. Enjoy your special weekend.
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. 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 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 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.
Bryn Mawr Bank (NASDAQ:BMTC)
Historical Stock Chart
From Oct 2024 to Nov 2024
Bryn Mawr Bank (NASDAQ:BMTC)
Historical Stock Chart
From Nov 2023 to Nov 2024
