First Keystone Financial, Inc. (the “Company”) (NASDAQ:FKFS),
the holding company for First Keystone Bank, announced today that
it has entered into a definitive Agreement and Plan of Merger (the
“Merger Agreement”) with Bryn Mawr Bank Corporation (“Bryn Mawr”)
(NASDAQ:BMTC), the holding company for The Bryn Mawr Trust Company
(“Bryn Mawr Trust”). Pursuant to the terms of the Merger Agreement,
the Company will be merged with and into Bryn Mawr Bank
Corporation, with Bryn Mawr Bank Corporation surviving the merger
(the “Merger”). Concurrent with the Merger, First Keystone Bank
will merge with and into Bryn Mawr Trust, with Bryn Mawr Trust
being the surviving bank (the “Bank Merger”).
Pursuant to the terms of the Merger Agreement, the Company’s
shareholders will receive a combination of 0.6973 shares of Bryn
Mawr common stock plus $2.06 in cash for each share of Company
common stock that they own, in each case subject to possible
adjustment in the manner described in the Merger Agreement (which
will be included as an exhibit to the Current Report on Form 8-K to
be filed by the Company with the Securities and Exchange Commission
on November 4, 2009). Based on the 20 trading days ended October
30, 2009, the value of the consideration to be received by the
Company’s shareholders in the merger was approximately $13.75 for
each share of Company common stock. The actual value to be received
is subject to fluctuation due to, among other factors, the market
value of Bryn Mawr common stock at the time of closing. The
transaction is subject to regulatory approval and approval of the
Company’s shareholders and is expected to be consummated in the
second quarter of 2010.
Donald S. Guthrie, Chairman of the Board of the Company and
First Keystone Bank said, “We believe this transaction is in the
best interests of our shareholders, customers and the communities
we serve. Bryn Mawr Bank Corporation is a premier company, and a
high performing, well-managed institution which will provide our
shareholders with significant upside potential on a long-term
basis.” Guthrie continued, “We are pleased to offer our customers
the expanded products and services and larger branch network that
will be provided upon our combination with Bryn Mawr Bank
Corporation. Much like First Keystone Financial, Bryn Mawr Bank
Corporation is a loyal corporate citizen focused on the vitality of
the communities they serve. We are very pleased to bring together
two established companies.”
About First Keystone Financial, Inc.:
First Keystone Financial, Inc. is a $525 million asset financial
services company and is the parent holding company for First
Keystone Bank. First Keystone Bank is a federally-chartered savings
bank headquartered in Media, Pennsylvania with eight full-service
branch offices in Delaware and Chester Counties, Pennsylvania.
First Keystone Financial, Inc. common stock is traded on the
Nasdaq stock market under the symbol “FKFS.” Additional information
about the Company is available on the Company’s Web site at
www.firstkeystoneonline.com.
About Bryn Mawr Bank Corporation:
Bryn Mawr Bank Corporation, including its wholly-owned
subsidiary, The Bryn Mawr Trust Company, which was founded in 1889,
has $1.2 billion in corporate assets and $2.7 billion in trust and
investment assets under management, administration, supervision and
brokerage. Bryn Mawr Trust offers a full range of personal and
business banking services, consumer and commercial loans, equipment
leasing, mortgages, insurance, as well as wealth management
services including investment management, trust and estate
administration, retirement planning, custody services, and tax
planning and preparation. Headquartered in Bryn Mawr, Pennsylvania,
Bryn Mawr Trust has nine full-service branches serving residents
and businesses in the suburbs of Philadelphia. It also maintains
seven limited service offices in adult life care communities.
Cautionary Statement Regarding Forward-Looking
Information:
This release contains forward-looking information about First
Keystone Financial, Inc., and the combined operations of First
Keystone Financial, Inc. and Bryn Mawr Bank Corporation after the
completion of the transactions described in the release that are
intended to be covered by the safe harbor for forward-looking
statements provided by the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are statements that are not
historical facts. These statements can be identified by the use of
forward-looking terminology such as "believe," "expect," "may,"
"will," "should," "project," "plan," "seek," "intend," or
"anticipate" or the negative thereof or comparable terminology, and
include discussions of strategy, financial projections and
estimates and their underlying assumptions, statements regarding
plans, objectives, expectations or consequences of the
transactions, and statements about the future performance,
operations, products and services of the companies and their
subsidiaries. Readers are cautioned not to place undue reliance on
these statements.
First Keystone Financial’s and Bryn Mawr Corporation’s
businesses and operations, as well as their combined business and
operations following the completion of the transactions described
in this release, are and will be subject to a variety of risks,
uncertainties and other factors. Consequently, their actual results
and experience may materially differ from those contained in any
forward-looking statements. Such risks, uncertainties and other
factors that could cause actual results and experience to differ
from those projected include, but are not limited to, the
following: changes in current or future market conditions; the
amount of the Company’s delinquent and non-accrual loans, troubled
debt restructurings, other real estate owned and loan charge-offs;
the effects of competition, and of changes in laws and regulations
on competition, including industry consolidation and development of
competing financial products and services; interest rate movements;
inability to achieve merger-related synergies; difficulties in
integrating distinct business operations, including information
technology difficulties; disruption from the transaction making it
more difficult to maintain relationships with customers and
employees, and challenges in establishing and maintaining
operations in new markets; volatilities in the securities markets;
and deteriorating economic conditions. The foregoing review of
important factors should be read in conjunction with the other
cautionary statements that are included in each of First Keystone
Financial’s and Bryn Mawr Bank Corporation’s Annual Report on Form
10-K for the fiscal year ended September 30, 2008 and December 31,
2008, respectively. See “Additional Information About This
Transaction” below. Neither First Keystone Financial nor Bryn Mawr
Bank Corporation makes any commitment to revise or update any
forward-looking statements in order to reflect events or
circumstances occurring or existing after the date any
forward-looking statement is made.
Additional Information About This Transaction:
Bryn Mawr Bank Corporation intends to file a registration
statement on Form S-4 in connection with the transaction, and First
Keystone Financial intends to mail a proxy statement/prospectus to
its shareholders in connection with the transaction. First
Keystone Financial shareholders and investors are urged to read the
proxy statement/prospectus when it becomes available, because it
will contain important information about First Keystone Financial,
Bryn Mawr Bank Corporation and the transaction. You may obtain
a free copy of the proxy statement/prospectus (when it is
available) as well as other filings containing information about
Bryn Mawr Bank Corporation, at the SEC's web site at www.sec.gov. A
free copy of the proxy statement/prospectus, and the filings with
the SEC that will be incorporated by reference in the proxy
statement/prospectus, may also be obtained from First Keystone
Financial, by directing the request to:
Mr. Hugh J. GarchinskyPresident and Chief
Executive OfficerFirst Keystone Financial, Inc.22 West Media
StreetMedia, Pennsylvania(610) 565-6210
First Keystone Financial and its respective executive officers
and directors may be deemed to be participants in the solicitation
of proxies from the shareholders of First Keystone Financial in
favor of the transaction. Information regarding the interests of
the executive officers and directors of First Keystone Financial in
the transaction will be included in the proxy
statement/prospectus.
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