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
CUSTOMER EMAIL
We are pleased to share that earlier today we announced that Bryn
Mawr Bank Corporation has agreed to combine with WSFS Financial to create the premier, locally headquartered bank and wealth
management franchise in the Greater Philadelphia and Delaware region.
WSFS Bank, founded in 1832 and headquartered in Wilmington, Delaware,
is the oldest and largest 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.
This combination will provide you with more locations and
access to one of the region’s largest ATM networks. Bryn Mawr Trust will be the prominent brand in our combined wealth premier
division. Together, we will strengthen our efforts as we serve our neighbors and friends, continuing to provide the highest levels
of support and service you expect.
The closing of the combination of our two organizations is projected
for early in the fourth quarter, 2021. Until then, we will continue to operate separately
as BMT and WSFS, with the same products, services, and solutions.
At this time, no action is required on your part. Please continue
to use your current BMT locations and resources, and visit bmt.com for the most up-to-date information on this historic partnership.
In the meantime, should you have any questions, please call our Customer Care Center at 610.525.1700.
Thank you for trusting us with your banking needs. We appreciate
your business and look forward to providing you timely updates on our progress as we combine our organizations and build the best
bank for our region and you.
Sincerely,
Frank Leto
President, CEO and Director
Bryn Mawr Bank Corp.
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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