Item 7.01 Regulation FD Disclosure.
On March 10, 2021, WSFS Financial Corporation ("WSFS") released a presentation
to investors about the Transaction (as defined below). The presentation is
attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
This information (including Exhibit 99.1) is being furnished under Item 7.01
hereof and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, and such information shall not be
deemed incorporated by reference into any filing under the Securities Act of
1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On March 10, 2021, WSFS and Bryn Mawr Bank Corporation ("Bryn Mawr") issued a
joint press release announcing that WSFS and Bryn Mawr have entered into an
Agreement and Plan of Merger pursuant to which Bryn Mawr will merge with and
into WSFS (the "Transaction"). The joint press release is attached as Exhibit
99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Important Additional Information will be Filed with the SEC
This Current Report on Form 8-K 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 of Bryn Mawr. No offer
of securities shall be made except by means of a prospectus meeting the
requirements of the Securities Act 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 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 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number Description
99.1 Investor Presentation, dated March 10, 2021
99.2 Joint Press Release, dated March 10, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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