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 20, 2021
Keeping
You In the Loop
Last week,
stockholders of WSFS Financial Corporation (WSFS) and Bryn Mawr Bank Corporation (BMTC) received the notice of a special
meeting and joint proxy statement/prospectus. The special meeting of stockholders of both companies will take place on
June 10, 2021, to vote on the proposed merger agreement by and between WSFS and BMTC.
Philadelphia
Business Journal Banking Panel Recap
Last week,
Rodger Levenson, Chairman, President and CEO of WSFS Bank and Frank Leto, President and CEO of Bryn Mawr
Trust participated in a panel discussion with local bank CEOs and banking reporter Jeff Blumenthal. The following article
is a recap of Jeff’s discussion with Rodger and Frank.
‘Scale
is important’: WSFS, Bryn Mawr Trust CEOs on why $976M deal was meant to be
Philadelphia
Business Journal
May 16, 2021
Six months
after converting the branches and computer systems of newly acquired Beneficial Bancorp, WSFS Financial Corp. had to deal
with Covid-19. Some might have viewed that as a momentum killer but CEO Rodger Levenson still liked the bank’s first
critical mass on southeastern Pennsylvania and South Jersey.
“We
thought there was a great organic growth opportunity post Beneficial, and there really would be only one thing that we
would even pick our heads up and turn away from that opportunity,” Levenson said during the Philadelphia Business
Journal’s recent “Banking After Covid” event. “And that was Bryn Mawr.”
Like WSFS,
Bryn Mawr Bank Corp. is a highly successful bank dating back to the 19th century that employed a similar acquisitive growth strategy
in recent years. In the past, Levenson and Bryn Mawr CEO Frank Leto discussed how good the two banks would look together. But
the timing wasn’t right — at least until March 10 when they announced a $976 million merger that will strengthen WSFS’s
position as the largest bank based in the region.
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The 40 branches
being consolidated is a similar strategy to the 30 locations shuttered after the Beneficial deal, after which the bank
took $32 million of the $68 million saved and reinvested it into technology.
Levenson
said WSFS is in a different place now and doesn’t need to make such a big investment in technology.
“This
gives us the ability to have more scale, to take the things that we’re doing and spread it over a larger customer base
and use that investment over a larger customer base to get more on the backend, which is the revenue that comes with those
with those investments,” he said. “So we didn’t identify a specific percentage of the cost saves that will
go into the technology spend because we already are spending a significant portion. And we think we will get the leverage
from that, as I said, but there’s no question it will help us as we move forward with that overall.”
Levenson
said the deal should close in the fourth quarter with system conversions and rebranding taking place in January.
While technology
costs is a factor, Leto thinks the chief driver of what many predict will be a wave of post-pandemic mergers and acquisitions
for community banks has been the elongated period of low interest rates.
“A
lot of banks put a stake in the ground and say they’re going to be independent forever,” Leto said. “I
don’t know that that’s necessarily the best thing for your shareholders, your communities and your employees. I think
you have to look at it very hard. You’re looking at your business model and I think that’s going to drive a lot of it.
And then I think finally, there’s still, still somewhat of a question mark as to where credit’s going to go and become
this crisis. That generally is one of the factors that drives a lot of M&A, as we saw in ’08 and ’09.”
BMT Insurance
Advisors Makes PBJ’s List of Top 25 Insurance Brokerages
In other
news from the Philadelphia Business Journal, the publication just released its list of local insurance brokerages
ranked by the number of local employees. BMT Insurance Advisors made the list ranking 21, with 34 local employees. It’s
great to see this recognition for the BMT insurance team.
The top three
insurance brokerages ranked by the number of employees are: Willis Towers Watson with 1,100 employees, Aon with 1,000 employees
and Marsh & McLennan Agency, LLC with 422 employees.
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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. Also, please share any suggestions you have for future Sightline topics; we love hearing
from you. Please check OneBMT or WSFS@Work intranet to access the most recent FAQs.
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Sincerely,
Your Integration Steering Committee
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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 has been 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.
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