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
BMT Talking Points and FAQs About
Our Historic Partnership with WSFS Bank
Why is BMT merging with WSFS?
Our clients need and want to be served
by an independent community-focused bank that has the size and scale to compete with the big players in our market. Our combined
company will allow us to be that bank yet remain a financial institution with deep relationships and roots that we believe is
the preeminent, locally headquartered bank in the Greater Philadelphia and Delaware region with a premier wealth management and
trust business.
Similar to our OneBMT Client Service
Delivery Optimization Strategy, WSFS is in the midst of a major multi-year Delivery Transformation. The WSFS Delivery Transformation
is a strategic initiative that is dedicated to bringing the vision of OneWSFS to life by empowering their employees, known as
Associates, with the best products, services, and tools to serve Customers and Clients in new and different ways. We look forward
to sharing more details about these efforts in the weeks ahead.
What should I know about WSFS?
WSFS Bank is both the oldest and
the largest locally managed bank and trust company headquartered in the Greater Philadelphia and Delaware region. WSFS is one
of the ten oldest banks in the United States continuously operating under the same name.
Like our own founding in 1889, Wilmington
Savings Fund Society was chartered as a Delaware thrift in 1832 by a group of Wilmington community leaders and businessmen. The
bank was formed for the working citizens of Wilmington to encourage thrift and to safeguard and increase their savings in a community
bank.
WSFS has more than $14 billion in
assets on its balance sheet and more than $24 billion in assets under management and administration. They provide a comprehensive
range of financial services including commercial banking, retail banking, and trust and wealth management.
We have been around for almost
132 years. I just can’t believe the bank is getting sold. Why did our Board decide to sell the company?
After six years of growth, having
just been recognized as the Best Small Bank in Pennsylvania, our Board recognized that this combination would benefit customers,
shareholders, employees and our communities.
The combined entity will be the sixth-largest
bank in the Philadelphia MSA, with greater scale and better ability to meet increasingly complex customer needs and expectations,
including through a premier wealth management and trust business that will continue the BMT name.
Ultimately, this unlocks more value
and growth potential than if BMT were to continue to go it alone. WSFS is the right company, with the right culture and infrastructure,
to take on BMT and build on our organization’s and team’s strengths.
What is the timing of the combination?
The projected closing of the combination
of our two organizations is early in the fourth quarter of this year. We do not have an exact date but will communicate when it
is available.
Should I be looking for a new
job?
BMT employees were a priority from
the outset of this combination. WSFS knows they are getting a talented and diligent workforce at all levels. This was a key driver
of the combination and a primary reason WSFS looked to us – specifically to our team – to continue its growth and
strengthen key segments. We are already working with WSFS to evaluate roles and responsibilities across the two companies. There
will be expanded opportunities and a focus on job retention for BMT employees.
We have already begun a process with
the WSFS Human Resources team whereby every employee of BMT will have an opportunity to apply for open positions at WSFS. We anticipate
making final decisions on bank-related jobs and roles by the end of June. While some positions will be eliminated, there will
be opportunities throughout the combined company to continue employment. WSFS is a growing organization and will have open positions
to support the combined nearly $20 billion company.
What kind of resources will be
provided to individuals that will be displaced?
For those employees ultimately displaced,
WSFS will assist them to find other career opportunities by providing career placement assistance services. WSFS will offer severance
and outplacement assistance based on years of service, which we believe will bridge the career transitions for those displaced.
Will the location of jobs change?
Our goal is to minimize disruption
and to keep as much in place as possible through integration. In the weeks ahead, we will work closely with our partners at WSFS
to determine the most effective way to support the combined nearly $20 billion company. We will share details about where various
roles and functions will reside as soon as those details are finalized.
Will I still have benefits? Will
my salary change?
Your BMT benefits will remain in
place until closing. WSFS offers a comprehensive and competitive benefits program that will be available to BMT employees. We
will provide much more detail on benefits as we get closer to closing.
All salaries
will remain the same through the integration.
Who am I reporting to now?
You will continue to report to your
current manager at this time. We’ll know more on this matter in the months ahead.
Will I still be reimbursed for
tuition? Can I enroll in additional classes?
Your BTM benefits, including tuition
reimbursement, will remain in place until closing. Please consult with your manager before enrolling in any additional classes.
Can I still take PTO?
Yes. Your PTO will remain intact
until closing. As always, please make sure your manager is aware of your plans to take PTO.
Is the management team staying
on?
Our CEO, Frank Leto, will join the
Board of WSFS and WSFS looks forward to working with the rest of the current Executive Management Team through the integration
of our two companies. The strength and expertise of our leadership team was a key driver of the partnership, and a primary reason
WSFS looked to us to continue its growth and strengthen key segments.
What happens to the branch locations?
Our banks share many of the same
markets. We anticipate consolidating approximately 30% of the combined physical banking offices due to geographic overlap and
opportunities to optimize within the network. We are in the process of evaluating the entire footprint of our combined Company
to identify consolidations. As always, we will communicate forthrightly and frequently, so everyone is informed and kept up to
date.
Will my branch hours remain the
same?
For the time being, all branch hours
will remain the same.
Are we still opening accounts
and taking loans?
Yes. It is business as usual; we
are opening accounts and accepting loan applications as BMT. It’s important that we focus on meeting our goals in 2021 and
serving our Clients.
Can our Clients start to use the
WSFS branches or wealth products?
Clients will not have access to their
BMT accounts at WSFS branches until after the integration of systems is complete, which is to be determined. Clients and teams
will continue to have access to BMT Wealth Management and referrals should continue as normal.
What does this mean for our wealth
business?
There is a lot of opportunity for
collaboration between our wealth businesses. We complement each other in numerous ways and there is lots of opportunity for growth
in the space. We will evaluate our products and services over the next year as a team. For now, it is business as usual.
What should we do with the rumors
we hear?
You cannot believe everything you
hear (or read)! Throughout this process, we will share as much information as we have and commit to being transparent, open, and
honest with you. The only information you should be sharing with your team will be provided by the BMT Executive Management Team
and through our employee communications.
Please consult with your manager
if you have any concerns about issues that don’t sound correct.
What should I communicate to my
vendors? How should I handle contract renewals or contracts in negotiation?
Please let your vendors know you’ve
just learned of the news and are still processing this information. Please notify your manager of any contracts that are up for
renewal or in negotiation. Do not sign any contracts unless you have written approval from a member of the Executive Management
Team.
What if I am contacted by media?
If you are contacted by the media,
please have the reporter contact Eric Springer in Marketing at 215-864-1778, or by email at Communications@wsfsbank.com.
Talking Points
for Bank Clients
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·
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BMT
announced today that we have entered into a definitive merger agreement with WSFS Financial
Corporation, the parent company of WSFS Bank.
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|
·
|
The
projected closing of the combination of our two organizations is early in the fourth
quarter of this year. Following the completion of the combination, BMT will be the prominent
brand in our combined wealth business. Our combined banking institutions will serve the
region under the WSFS Bank name.
|
|
·
|
The
combination of the two organizations will create the preeminent, locally headquartered
bank in the Greater Philadelphia and Delaware region with a premier wealth management
and trust business. We are excited with the news and will share more information with
you as it becomes available.
|
|
·
|
It’s
business as usual. BMT employees will continue to provide the same personal service as
you’ve come to expect.
|
|
·
|
WSFS
is in the midst of a multi-year Delivery Transformation to ensure they provide Customers
with industry leading products, services and experiences. These efforts will continue
with a priority on what is important and reasonable to provide Clients and Customers.
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·
|
BMT
and WSFS Bank are two financial institutions with histories and capabilities that complement
each other.
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·
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Both
our banks were founded in the Delaware Valley and are among the oldest in the region.
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Our
partnership will be grounded on doing what is right for the people and businesses in
our region.
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·
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WSFS
provides comprehensive financial services including commercial banking, retail banking,
and trust and wealth management.
|
|
·
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Clients
will not have access to their BMT accounts at WSFS branches until after the integration
of systems is complete, the timing of which is to be determined.
|
Talking Points
for Grant Recipients
|
·
|
BMT
announced today that we have entered into a definitive merger agreement with WSFS Financial
Corporation, the parent company of WSFS Bank.
|
|
·
|
BMT
and WSFS Bank are two financial institutions that complement each other. Our partnership
will be grounded on doing what is right for the people and businesses in our region.
|
|
·
|
The
combination of the two organizations will create the preeminent, locally headquartered
community-focused bank for the Greater Philadelphia and Delaware region with a premier
wealth management and trust business. We are excited with the news and will share more
information with you as it becomes available.
|
|
·
|
It’s
business as usual. BMT employees will continue to provide the same personal service as
you’ve come to expect, and all branch hours will remain the same.
|
|
·
|
Following
the closing of the combination, anticipated early in the fourth quarter of 2021, BMT
will be the prominent brand in our combined wealth business. Our combined institutions
will serve the region under the WSFS Bank name.
|
I have submitted a grant request.
Will it still be considered?
Yes. Your request will be reviewed,
and the process will remain the same for grants until closing of our combined companies is complete, which we anticipate will
occur early in the fourth quarter of this year.
If I’m supporting a non-profit
through a grant or sponsorship, who should receive the recognition?
Until closing, BMT should receive
the recognition, unless otherwise specified by Management.
My organization has a multi-year
grant with BMT. What will happen to the grant for the remaining years?
BMT will honor all multi-year grants
that have already been committed to.
Does WSFS have a Foundation?
Yes. They are extremely committed
to the communities they serve and focus philanthropic efforts on education, health and human services, programs for the homeless
and needy, and economic development and business growth. As part of our combination, WSFS is making a $2 million grant
to the WSFS Community Foundation to support underserved communities. Both companies’ long-standing commitment to serve their
communities will remain vital to WSFS’ future.
Talking Points
for Vendors
|
·
|
BMT
announced today that we have entered into a definitive merger agreement with WSFS Financial
Corporation, the parent company of WSFS Bank.
|
|
·
|
The
projected closing of the combination of our two organizations is early in the fourth
quarter of this year.
|
|
·
|
We
believe the combination of the two organizations will create the preeminent, locally
headquartered bank for the Greater Philadelphia and Delaware region with a premier wealth
management and trust business. We are excited about the news and will share more information
with you as it becomes available.
|
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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