WSFS Financial Corporation (NasdaqGS:WSFS) signed a letter of agreement to acquire Bryn Mawr Bank Corporation (NasdaqGS:BMTC) for approximately $980 million on February 6, 2021. WSFS Financial Corporation (NasdaqGS:WSFS) entered into a definitive agreement to acquire Bryn Mawr Bank Corporation (NasdaqGS:BMTC) on March 9, 2021Post-merger, each share of common stock of Bryn Mawr, will be converted into the right to receive 0.9 of each share of common stock of WSFS. Each option granted by Bryn Mawr to purchase a share of Bryn Mawr Common Stock under a Bryn Mawr Stock Plan, whether vested or unvested, that is outstanding and unexercised immediately prior to the effective time shall, automatically and without any required action on the part of the holder thereof, be canceled and converted into the right to receive from WSFS a cash payment equal to the difference, if positive, between the per share cash equivalent consideration and the exercise price of the Bryn Mawr Stock Option. Each award in respect of a share of Bryn Mawr common stock subject to vesting, repurchase or other lapse restriction granted under a Bryn Mawr Stock Plan that is either outstanding or subject to a restricted stock unit or other Equity Right shall be canceled and converted automatically into the right to receive the merger consideration. Post-completion, WSFS and Bryn, will have reduced the combined branches by over 45%. The Bryn Mawr Trust Company, the wholly owned subsidiary of Bryn Mawr, will merge into WSFS Bank, a wholly owned subsidiary of WSFS. The Bryn Mawr Trust Company, which we refer to as Bryn Mawr Bank, will merge with and into Wilmington Savings Fund Society, FSB, or WSFS Bank, with WSFS Bank continuing as the surviving bank. The former shareholders of Bryn Mawr as a group will receive shares in the merger constituting approximately 27% of the outstanding shares of the combined company's common stock immediately after the consummation of the merger. The combined institution will serve under the WSFS Bank name. The projected system conversion and Bank rebranding is scheduled to occur in January 2022. The agreement provides certain termination rights for both WSFS and Bryn Mawr and further provides that a termination fee of $37.7 million will be payable by Bryn Mawr upon termination of the agreement under certain circumstances.

After closing, Frank Leto, President and Chief Executive Officer of Bryn Mawr, will join the Boards of Directors of WSFS and WSFS Bank along with two mutually agreed upon current directors of Bryn Mawr's Board. Upon completion of the mergers, the composition of the combined company Boards of Directors will be different than the current WSFS and Bryn Mawr Boards of Directors. Upon the completion of the mergers, the WSFS Boards of Directors will consist of the current members of the WSFS Boards of Directors and three current members of the Bryn Mawr Boards of Directors. This new composition of the combined company Boards of Directors may affect the future decisions of the combined company. BMT employees and WSFS Associates continue to be a priority throughout this combination. The HR teams with support from executive management teams at WSFS and BMT have already begun working to evaluate roles and responsibilities across the two companies. There will be expanded opportunities and a focus on job retention. PTO will remain intact until closing. This banking office will remain open until early 2022.

The transaction is subject to customary approvals by regulators such as the Board of Governors of the Federal Reserve System, or the Federal Reserve, and the Office of the Comptroller of the Currency and the U.S. Securities and Exchange Commission (SEC), stockholders of both companies, the effectiveness of the registration statement under the Securities Act, transaction will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986 and the approval of the listing on the Nasdaq Global Select Market of the WSFS Common Stock to be issued in the Merger. The merger agreement has been approved by the boards of directors of both companies. The WSFS board of directors recommends that WSFS stockholders vote “FOR” the WSFS merger. April 16, 2021, WSFS will file our merger application with the Office of the Comptroller of the Currency (OCC) and the Federal Reserve Bank of Philadelphia. WSFS stockholders and Bryn Mawr shareholders will not be entitled to exercise any appraisal or dissenters' rights in connection with the merger. See the section entitled “The Mergers—Appraisal and Dissenters' Rights.” Transaction received the required approval from the Delaware State Banking Commissioner in the early week of June. On June 10, 2021, WSFS and BMTC will both hold special meetings of their respective stockholders in connection with the proposed mergers. On June 10, 2021, WSFS and BMTC jointly announced that their respective stockholders approved the transaction in the shareholders meeting. On July 21, 2021, Office of the Comptroller of the Currency (OCC) approved the transaction. On December 17, 2021, Federal Reserve Board announced its unanimous approval of the application by WSFS Financial to acquire Bryn Mawr Bank Corporation. As of December 20, 2021, WSFS has received all required approvals to acquire BMTC. The transaction is expected to close in July 2021. The transaction is expected to close early in the fourth quarter of 2021. As of December 20, 2021, the transaction is expected to close on January1, 2022. The transaction is expected to be accretive to WSFS' earnings per share in 2022, excluding the one-time merger and restructuring costs, and 13.4% accretive once all synergies are achieved in 2023, generating an internal rate of return of approximately 18.0%.

Piper Sandler & Co. acted as financial advisor and Bruce C. Bennett, Jenna Wallace, Randy Benjenk, Kurt Baca, Thomas Brugato, Mark Gimbel, Teresa Lewi, Frank M. (Rusty) Conner III and Christopher J. DeCresce of Covington & Burling LLP acted as legal advisors to WSFS. Keefe, Bruyette & Woods, Inc., A Stifel Company, acted as financial advisor and James Barresi of Squire Patton Boggs LLP acted as legal advisor to Bryn Mawr. The board of directors of WSFS received the fairness opinion of Piper Sandler & Co. and the board of directors of Bryn Mawr received the fairness opinion of Keefe, Bruyette & Woods, Inc. Georgeson LLC acted as proxy solicitor to Bryn Mawr and will receive a fee of $10,000 while Alliance Advisors, LLC acted as proxy solicitor to WSFS and will receive a fee of $10,500 for the services. Computershare Trust Company, National Association acted as transfer agent to Bryn Mawr. Piper Sandler & Co. will receive a fee for such services in an amount equal to $5.70 million, or approximately 0.70% of the aggregate purchase price calculated at the time of the negotiation of the exchange ratio, which fee is contingent upon the closing of the merger. Piper Sandler also received a $300,000 fee from WSFS upon rendering its opinion. Bryn Mawr agreed to pay Keefe, Bruyette & Woods a cash fee equal to 1% of the aggregate merger consideration, $1,000,000 of which became payable to KBW with the rendering of KBW's opinion. BDO USA, LLP provided auditor's report in financials of Bryn Mawr Bank.

WSFS Financial Corporation (NasdaqGS:WSFS) completed the acquisition of Bryn Mawr Bank Corporation (NasdaqGS:BMTC) on January 1, 2022. Frank J. Leto, Lynn B. McKee, and Diego F. Calderin are joining the Board of Directors of WSFS and WSFS Bank. Bryn Mawr Trust and WSFS Customer relationships will continue business as usual until the anticipated systems integration and brand conversion in late first quarter of 2022. Bryn Mawr Trust Wealth Management Clients will continue to be served by the same professionals from Bryn Mawr Trust Wealth Management. The integration of WSFS Wealth and Bryn Mawr Trust Wealth Management groups will take place throughout 2022. In connection with the closing of the merger, on December 31, 2021, Bryn Mawr notified The Nasdaq Stock Market LLC that the transaction was expected to close on January 1, 2022 and requested that Nasdaq to suspend trading of Bryn Mawr Common Stock following the after-market session on December 31, 2021 and withdraw Bryn Mawr Common Stock from listing on Nasdaq prior to the opening of trading on January 3, 2022.