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
PA: MONTGOMERY COUNTY
CONSOLIDATE WSFS: Ardmore Miles
BMT: Ardmore 0.24
BMT: Bryn Mawr HQ 1.36
CONSOLIDATE BMT: Blue Bell Miles
WSFS: Blue Bell 0.12
WSFS: Flourtown 4.46
CLOSE BMT: Bryn Mawr Facility (Beaumont) Miles
BMT: Bryn Mawr HQ 1.17
CONSOLIDATE WSFS: White Marsh Miles
BMT: Conshohocken 1.39
BMT: Bridgeport 3.23
CLOSE BMT: Gladwyne (Waverly Heights) Miles
BMT: Conshohocken 2.4
CONSOLIDATE WSFS: King of Prussia Miles
BMT: King of Prussia 1.08
WSFS: Devon 2.75
BMT: Wayne 3.04
CLOSE BMT: Limerick Miles
BMT: Phoenixville (Schuylkill Township) 5.86
WSFS: Oaks 6.26
CONSOLIDATE WSFS: Narberth Miles
BMT: Narberth 0.17
BMT: Ardmore 1.77
CONSOLIDATE BMT: West Norriton Miles
BMT: Audubon (Shannondell) 0.61
WSFS: Trooper 1.04
WSFS: Oaks 2.67
PA: DELAWARE COUNTY
CLOSE BMT: Bryn Mawr - Cheswick (Rosemont) Miles
BMT: Bryn Mawr HQ 1.76
BMT: Wayne 2.07
CONSOLIDATE BMT: Chester Miles
WSFS: Eddystone 1.55
BMT: Brookhaven 1.86
CONSOLIDATE BMT: Chester Heights Miles
WSFS: Granite Run 2.6
BMT: Aston 3.85
WSFS: Glen Mills 3.99
CLOSE BMT: Haverford (Quadrangle) Miles
BMT: Bryn Mawr HQ 1.74
CONSOLIDATE BMT: Havertown Miles
BMT: Ardmore 1.74
CONSOLIDATE BMT: Media Miles
WSFS: Media 0.08
CLOSE BMT: Media 2 (Martin's Run) Miles
WSFS: Broomall 1.46
BMT: Newtown Square 2.2
CLOSE BMT: Newtown Square 2 (White Horse) Miles
WSFS: Edgmont 1.75
BMT: Newtown Square 4.27
CONSOLIDATE BMT: Swarthmore Miles
WSFS: Springfield 1.74
WSFS: Media 2.39
PA: CHESTER COUNTY
CONSOLIDATE WSFS: Downingtown Miles
BMT: Exton 2.33
WSFS: Chester Springs 5.35
CONSOLIDATE BMT: Kennett Square (Willowdale) Miles
WSFS: Kennett Square 2.14
WSFS: Lantana 7.03
CONSOLIDATE WSFS: Paoli Miles
BMT: Paoli 0.08
WSFS: Malvern 2.88
WSFS: Devon 3.2
CONSOLIDATE BMT: West Chester Miles
WSFS: West Goshen 0.52
BMT: Exton 4.97
CLOSE BMT: West Chester 2 (Bellingham) Miles
WSFS: West Goshen 2.67
WSFS: Malvern 3.27
PA: BUCKS COUNTY
CLOSE WSFS: Bensalem Miles
WSFS: Academy WSFS: Edgewater Park WSFS: Willingboro 2.94
3.72
4.16
DE: NEW CASTLE COUNTY
CONSOLIDATE
BMT: Greenville
Miles
WSFS: Greenville
0.21
WSFS: Trolley Square
2.44
WSFS: Union Street
2.49
CLOSE
WSFS: Glasgow
Miles
WSFS: Fox Run
2.0
WSFS: West Newark
4.76
WSFS: College Square
5.61
PA: PHILADELPHIA COUNTY
CONSOLIDATE BMT: Walnut Miles
WSFS: Midtown 0.16
WSFS: 16th & Chestnut 0.33
CONSOLIDATE BMT: Grant Miles
WSFS: Fox Chase 1.85
WSFS: Academy 2.4
WSFS: Tyson & Brous Ave 3.41
CONSOLIDATE BMT: Castor Miles
WSFS: Tyson & Brous Ave 1.02
WSFS: Fox Chase 2.12
CONSOLIDATE WSFS: City Line Miles
BMT: Narberth 2.34
CLOSE WSFS: 10th & Catherine Miles
WSFS: Midtown 0.69
WSFS: 16th & Chestnut 0.88
DE: SUSSEX COUNTY
CLOSE WSFS: Seaford Miles
WSFS: Millsboro 17.8
WSFS: Harrington 17.87
WSFS: Milford 19.39
CLOSE WSFS: Selbyville Miles
WSFS: Millsboro 8.66
WSFS: Ocean View 9.81
WSFS: Long Neck 12.37
NJ: CAMDEN COUNTY
CLOSE BMT: Blackwood Miles
WSFS: Cherry Hill East WSFS: Cherry Hill West WSFS: Mount Laurel 8.2
8.66
10.24
***** ***** *****
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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