Item 7.01 Regulation FD Disclosures
On
This information (including Exhibit 99.1) is being furnished under Item 7.01 of this Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K 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 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
Item 9.01 Financial Statements and Other Exhibits (d) Exhibits.
99.1 Press Release, dated
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