DEFM14A 1 e21347_bmtc-defm14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Filed by the registrant þ

Filed by a party other than the registrant o

 

Check the appropriate box:

       
o   Preliminary proxy statement
o   Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
þ   Definitive proxy statement
o   Definitive additional materials
o   Soliciting material under § 240.14a-12
         

 

BRYN MAWR BANK CORPORATION

(Name of Registrant as Specified in its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

   
þ No fee required.  
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.  
     
  (1) Title of each class of securities to which transaction applies:
     
  (2) Aggregate number of securities to which transaction applies:
     
  (3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on

which the filing fee is calculated and state how it was determined):

     
  (4) Proposed maximum aggregate value of transaction:
     
  (5) Total fee paid:
   
o Fee paid previously with preliminary materials.  
o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 
     
  (1) Amount Previously Paid:
     
  (2) Form, Schedule or Registration Statement No.:
     
  (3) Filing Party:
     
  (4) Date Filed:
           

 

   

 

 

 

PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of WSFS Financial Corporation and Bryn Mawr Bank Corporation:

On March 9, 2021, WSFS Financial Corporation, which we refer to as WSFS, a Delaware corporation and the parent holding company of Wilmington Savings Fund Society, FSB, a federal savings bank and wholly owned subsidiary of WSFS, which we refer to as WSFS Bank, and Bryn Mawr Bank Corporation, which we refer to as Bryn Mawr, a Pennsylvania corporation and the parent holding company of The Bryn Mawr Trust Company, a Pennsylvania chartered bank and wholly owned subsidiary of Bryn Mawr, or Bryn Mawr Bank, entered into an Agreement and Plan of Merger, which we refer to as the merger agreement. Under the terms and subject to the conditions of the merger agreement, among other things, (i) Bryn Mawr will merge with and into WSFS, with WSFS continuing as the surviving corporation, which we refer to as the merger, and (ii) simultaneously with the merger, Bryn Mawr Bank will merge with and into WSFS Bank, with WSFS Bank continuing as the surviving bank, which we refer to as the bank merger and, together with the merger, as the mergers.

If the merger is completed, each share of common stock, par value $1.00 per share, of Bryn Mawr, which we refer to as Bryn Mawr common stock, excluding certain specified shares, will be converted into the right to receive 0.90 of a share, or the exchange ratio, of common stock par value $0.01 per share, of WSFS, which we refer to as WSFS common stock, with cash paid in lieu of fractional shares. We refer to the 0.90 of a share of WSFS common stock into which each share of Bryn Mawr common stock will convert in the merger, as the merger consideration.

Although the exchange ratio is fixed, the market value of the merger consideration will fluctuate with the price of WSFS common stock. Shares of WSFS common stock are listed on the Nasdaq Global Select Market, which we refer to as Nasdaq, under the ticker symbol “WSFS” and shares of Bryn Mawr common stock are listed on Nasdaq under the ticker symbol “BMTC.” The following table sets forth the closing sale prices per share of WSFS common stock and Bryn Mawr common stock on March 9, 2021, the last trading day before the public announcement of the signing of the merger agreement, and on May 3, 2021, the latest practicable trading day before the printing date of this joint proxy statement/prospectus. The table also shows the implied value of the merger consideration payable for each share of Bryn Mawr common stock on March 9, 2021 and on May 3, 2021, the latest practicable trading day before the printing date of this joint proxy statement/prospectus, determined by multiplying the closing price of the WSFS common stock on such dates by the exchange ratio of 0.90. We urge you to obtain current market quotations for WSFS common stock and Bryn Mawr common stock.

   WSFS
Common
Stock
   Bryn Mawr
Common
Stock
   Implied Value
of Merger
Consideration
 
March 9, 2021  $53.94   $42.50   $48.55 
May 3, 2021  $51.27   $46.03   $46.14 

 
 

Based on the number of shares of Bryn Mawr common stock that are outstanding (which includes the shares of Bryn Mawr common stock underlying Bryn Mawr restricted stock awards) as of May 3, 2021, WSFS currently expects to issue approximately 18,351,464 shares of WSFS common stock in connection with the merger. However, an increase or decrease in the number of outstanding shares of Bryn Mawr common stock prior to completion of the merger could cause the actual number of shares issued in connection with the merger to change.

WSFS and Bryn Mawr will each hold a special meeting of their respective stockholders in connection with the proposed mergers. WSFS and Bryn Mawr cannot complete the proposed mergers unless (1) the WSFS stockholders vote to adopt the merger agreement and approve the transactions contemplated thereby, including the merger and the issuance of shares of WSFS common stock in connection with the merger and (2) the Bryn Mawr shareholders vote to approve the merger agreement and the transactions contemplated by thereby, including the merger. Our respective boards of directors are providing this document to solicit your proxy to vote in connection with the merger agreement and related matters. In addition, this document is also being delivered to Bryn Mawr shareholders as WSFS’s prospectus for its offering of WSFS common stock in connection with the merger.

 

The WSFS special meeting will be held in a virtual-only format on June 10, 2021, at 4:00 p.m., Eastern Time. In order to attend the WSFS special meeting, WSFS stockholders must register at https://viewproxy.com/wsfs/2021specialmeeting/htype.asp by 11:59 p.m., Eastern Time on June 7, 2021. On the day of the WSFS special meeting, if you have properly registered, you may enter the meeting by clicking on the link provided and the password you received via email in your registration confirmations. You will be able to listen to the meeting live, submit questions and vote.

The Bryn Mawr special meeting will be held at Bryn Mawr’s headquarters at 801 Lancaster Avenue, Bryn Mawr, Pennsylvania 19010 on June 10, 2021, at 11:00 a.m., Eastern Time. In addition, and due to the COVID-19 pandemic, Bryn Mawr is providing a virtual format for meeting attendance for those who do not wish or are not able to attend the Bryn Mawr special meeting in person.

Your vote is very important. To ensure your representation at the special meeting of WSFS or Bryn Mawr, as applicable, please complete, sign, date and return the enclosed proxy card or voting instruction form, as applicable, which we refer to as a proxy card (or submit your proxy by telephone or through the internet). Whether or not you expect to attend the special meeting of WSFS or Bryn Mawr, as applicable, please vote promptly. Submitting a proxy now will not prevent you from being able to vote in person (including remote participation at a virtual meeting) at the applicable special meeting.

Each of the WSFS and Bryn Mawr boards of directors has approved the merger agreement and the transactions contemplated thereby and recommends to its stockholders to vote “FOR” approval of its respective proposals.

ii
 

The enclosed joint proxy statement/prospectus provides a detailed description of the mergers, the merger agreement and related matters. We urge you to read the joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes, carefully and in their entirety, including “Risk Factors,” beginning on page 46, for a discussion of the risks relating to the mergers. You also can obtain information about WSFS and Bryn Mawr from documents that they have filed with the Securities and Exchange Commission.

Sincerely,

   
Rodger Levenson Francis J. Leto
President and Chief Executive Officer President and Chief Executive Officer
WSFS Financial Corporation Bryn Mawr Bank Corporation

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the merger or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either WSFS or Bryn Mawr, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this joint proxy statement/prospectus is May 6, 2021, and it is first being mailed or otherwise delivered to the stockholders of WSFS and Bryn Mawr on or about May 6, 2021.

iii
 

 

  WSFS Bank Center
  500 Delaware Avenue
  Wilmington, DE 19801

 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2021

To the Stockholders of WSFS Financial Corporation:

Notice is hereby given that WSFS Financial Corporation, which we refer to as WSFS, will hold a special meeting of stockholders, which we refer to as the WSFS special meeting, to be held in a virtual-only format on June 10, 2021, 4:00 p.m., Eastern Time. In order to attend the WSFS special meeting, WSFS stockholders must register at https://viewproxy.com/wsfs/2021specialmeeting/htype.asp by 11:59 p.m., Eastern Time on June 7, 2021. On the day of the WSFS special meeting, if you have properly registered, you may enter the meeting by clicking on the link provided and the password you received via email in your registration confirmations. You will be able to listen to the meeting live, submit questions and vote. The WSFS special meeting will be held for the purposes of allowing WSFS stockholders to consider and vote upon the following matters:

·a proposal to adopt the Agreement and Plan of Merger, dated as of March 9, 2021 which we refer to as the merger agreement, by and between WSFS and Bryn Mawr Bank Corporation, which we refer to as Bryn Mawr, pursuant to which, among other things, (i) Bryn Mawr will merge with and into WSFS, with WSFS continuing as the surviving corporation, which we refer to as the merger, and (ii) simultaneously with the merger, 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, which we refer to as the bank merger and, together with the merger, as the mergers, and to approve the transactions contemplated by the merger agreement, including the merger and the issuance of shares of common stock, par value of $0.01 per share, of WSFS, or WSFS common stock, as consideration under the merger agreement, which we refer to as the WSFS share issuance, each as more fully described in the attached joint proxy statement/prospectus, which we refer to as the WSFS merger and share issuance proposal; and
·a proposal to approve one or more adjournments of the WSFS special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the WSFS merger and share issuance proposal, which we refer to as the WSFS adjournment proposal.

These proposals are described in greater detail in the accompanying joint proxy statement/prospectus. WSFS will transact no other business at the WSFS special meeting, except for the business properly brought before the WSFS special meeting or any adjournment or postponement thereof.

WSFS has fixed the close of business on May 3, 2021 as the record date for the WSFS special meeting. Only WSFS stockholders of record on that date are entitled to notice of, and to vote at, the WSFS special meeting, or any adjournment or postponement thereof. Approval of the WSFS merger and share issuance proposal requires the affirmative vote of holders of a majority of the outstanding shares of WSFS common stock. Approval of the WSFS adjournment proposal requires the affirmative vote of holders of a majority of the shares of WSFS common stock present in person by participation at the virtual WSFS special meeting or represented by proxy at the WSFS special meeting and entitled to vote on such proposal. At the close of business on the record date, 47,532,042 shares of WSFS common stock were outstanding and entitled to vote.

Your vote is very important. WSFS and Bryn Mawr cannot complete the mergers unless WSFS’s stockholders adopt the merger agreement.

iv
 

To ensure your representation at the WSFS special meeting, please complete, sign, date and return the enclosed proxy card or submit your proxy by telephone or on the internet. If your shares of WSFS common stock are held in “street name” by a bank, broker or other nominee, please follow the instructions on the voting instruction form provided by the record holder. Whether or not you expect to attend the WSFS special meeting, please vote promptly. Submitting a proxy now will not prevent you from being able to vote virtually at the virtual WSFS special meeting.

The enclosed joint proxy statement/prospectus provides a detailed description of the mergers, merger agreement and related matters. We urge you to read the joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes, carefully and in their entirety.

The WSFS board of directors has approved the merger agreement and recommends that WSFS stockholders vote “FOR” the WSFS merger and share issuance proposal and “FOR” the WSFS adjournment proposal.

  BY ORDER OF THE BOARD OF DIRECTORS
   
  Rodger Levenson
  President and Chief Executive Officer
Wilmington, Delaware  
   

May 6, 2021

v
 

 

 

Bryn Mawr Bank Corporation

801 Lancaster Avenue

Bryn Mawr, Pennsylvania 19010-3396

(610) 525-1700

 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 10, 2021

To the Shareholders of Bryn Mawr Bank Corporation:

Notice is hereby given that Bryn Mawr Bank Corporation, which we refer to as Bryn Mawr, will hold a special meeting of shareholders, which we refer to as the Bryn Mawr special meeting, on June 10, 2021, at 11:00 a.m., Eastern Time, at Bryn Mawr’s headquarters, 801 Lancaster Ave, Bryn Mawr, Pennsylvania 19010. In addition, and due to the COVID-19 pandemic, Bryn Mawr is providing a virtual format for meeting attendance for those who do not wish or are not able to attend the meeting in person. For more information on how to attend the meeting virtually, see the section entitled “The Bryn Mawr Special Meeting” of the attached joint proxy statement/prospectus. As Bryn Mawr and our board of directors continue to monitor and assess efforts to limit the impact of COVID-19, all future updates pertaining to Bryn Mawr’s COVID-19 response in relation to the Bryn Mawr special meeting will be found in press releases and our filings with the U.S. Securities and Exchange Commission. The Bryn Mawr special meeting will be held for the purposes of allowing Bryn Mawr shareholders to consider and vote upon the following matters:

·a proposal to approve the Agreement and Plan of Merger, dated as of March 9, 2021, which we refer to as the merger agreement, by and between WSFS Financial Corporation, which we refer to as WSFS, and Bryn Mawr, pursuant to which, among other things, (i) Bryn Mawr will merge with and into WSFS, with WSFS continuing as the surviving corporation, which we refer to as the merger, and (ii) simultaneously with the merger, The Bryn Mawr Trust Company, or Bryn Mawr Bank, will merge with and into Wilmington Savings Fund Society, FSB, or WSFS Bank, with WSFS Bank continuing as the surviving bank, which we refer to as the bank merger and, together with the merger, as the mergers, each as more fully described in the attached joint proxy statement/prospectus, which we refer to as the Bryn Mawr merger proposal;

 

·a proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of Bryn Mawr in connection with the merger, which we refer to as the Bryn Mawr advisory proposal on specified compensation; and

 

·a proposal to approve one or more adjournments of the Bryn Mawr special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the Bryn Mawr merger proposal, which we refer to as the Bryn Mawr adjournment proposal.

These proposals are described in greater detail in the accompanying joint proxy statement/prospectus. Bryn Mawr will transact no other business at the Bryn Mawr special meeting, except for business properly brought before the Bryn Mawr special meeting or any adjournment or postponement thereof.

Bryn Mawr has fixed the close of business on May 3, 2021 as the record date for the Bryn Mawr special meeting. Only Bryn Mawr shareholders of record on that date are entitled to notice of, and to vote at, the Bryn

vi
 

Mawr special meeting, or any adjournment or postponement thereof. Approval of the Bryn Mawr merger proposal requires the affirmative vote of a majority of the votes cast by holders of Bryn Mawr common stock in person (including remote participation through the virtual format of the meeting) or by proxy at the Bryn Mawr special meeting and entitled to vote thereon. Approval of the Bryn Mawr advisory proposal on specified compensation and the Bryn Mawr adjournment proposal each requires the affirmative vote of holders of a majority of the outstanding shares of Bryn Mawr common stock having voting powers present, in person (including remote participation through the virtual format of the meeting) or by proxy, at the Bryn Mawr special meeting. At the close of business on the record date, 19,930,498 shares of Bryn Mawr common stock were outstanding and entitled to vote.

Your vote is very important. WSFS and Bryn Mawr cannot complete the mergers unless Bryn Mawr’s shareholders approve the merger agreement.

To ensure your representation at the Bryn Mawr special meeting, please complete, sign, date and return the enclosed proxy card or voting instruction form, as applicable, which we refer to as a proxy card, or submit your proxy by telephone or through the internet. If your shares of Bryn Mawr common stock are held in “street name” by a bank, broker or other nominee, please follow the instructions on the voting instruction form provided by the record holder. Whether or not you expect to attend the Bryn Mawr special meeting, please vote promptly. Submitting a proxy now will not prevent you from being able to vote in person (including remote participation through the virtual format of the meeting) at the Bryn Mawr special meeting.

The enclosed joint proxy statement/prospectus provides a detailed description of the mergers, the merger agreement and related matters. We urge you to read the joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes, carefully and in their entirety.

 

The Bryn Mawr board of directors has approved the merger agreement and recommends that Bryn Mawr shareholders vote “FOR” the Bryn Mawr merger proposal, “FOR” the Bryn Mawr advisory proposal on specified compensation and “FOR” the Bryn Mawr adjournment proposal.

  BY ORDER OF THE BOARD OF DIRECTORS
   
 
  Francis J. Leto
Bryn Mawr, Pennsylvania  
   
May 6, 2021  
vii
 

ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates by reference important business and financial information about WSFS and Bryn Mawr from documents that have been filed with the United States Securities and Exchange Commission, or the SEC, that are not included in or delivered with this joint proxy statement/prospectus. You will also be able to obtain these documents, free of charge, from WSFS at www.wsfsbank.com or from Bryn Mawr at www.bmtc.com. These documents are also available without charge on the SEC’s website at www.sec.gov and upon written or oral request to the applicable company’s principal executive offices. The respective addresses and telephone numbers of such principal executive offices are listed below:

WSFS Financial Corporation

WSFS Bank Center

500 Delaware Avenue

Wilmington, Delaware 19801

Attention: Corporate Secretary

Telephone: (302) 792-6000

Bryn Mawr Bank Corporation

801 Lancaster Avenue

Bryn Mawr, Pennsylvania 19010

Attention: Corporate Secretary

Telephone: (610) 525-1700

The websites listed above are inactive textual references only and the information provided on the websites listed above is not a part of the accompanying joint proxy statement/prospectus and therefore is not incorporated by reference into the accompanying joint proxy statement/prospectus.

You will not be charged for any of these documents that you request. To receive timely delivery of these documents in advance of your special meeting, you must make your request no later than June 3, 2021 in order to receive them before the WSFS special meeting and the Bryn Mawr special meeting.

For a more detailed description of the information incorporated by reference into the accompanying joint proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information.”

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make any such offer or solicitation in that jurisdiction. WSFS and Bryn Mawr have not authorized anyone to provide you with information that is different from what is contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated May 6, 2021. You should assume that the information contained in this joint proxy statement/prospectus is accurate only as of such date.

viii
 

TABLE OF CONTENTS

  Page
QUESTIONS AND ANSWERS ABOUT THE PROPOSED MERGERS, THE WSFS SPECIAL MEETING AND THE BRYN MAWR SPECIAL MEETING 1
SUMMARY 13
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF WSFS 26
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF BRYN MAWR 30
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION 33
RISK FACTORS 46
Risks Relating to the Mergers 46
Risks Relating to the Combined Company’s Business Following the Mergers 51
THE BRYN MAWR SPECIAL MEETING 54
Date, Time and Place of the Bryn Mawr Special Meeting 54
Purpose of the Bryn Mawr Special Meeting 54
Recommendation of the Bryn Mawr Board of Directors 54
Record Date and Quorum 54
Vote Required; Treatment of Abstentions and Failure to Vote 55
Shares Held by Directors and Executive Officers 55
Voting of Proxies; Incomplete Proxies 56
Shares Held in “Street Name” 56
Revocability of Proxies and Changes to a Bryn Mawr Shareholder’s Vote 57
Solicitation of Proxies 57
Attending the Bryn Mawr Special Meeting 57
Delivery of Proxy Materials 58
Assistance 58
THE BRYN MAWR PROPOSALS 59
Proposal 1: Bryn Mawr Merger Proposal 59
Proposal 2: Bryn Mawr Advisory Proposal on Specified Compensation 59
Proposal 3: Bryn Mawr Adjournment Proposal 60
Other Matters to Come Before the Bryn Mawr Special Meeting 60
THE WSFS SPECIAL MEETING 61
Date, Time and Place of the WSFS Special Meeting 61
Purpose of the WSFS Special Meeting 61
Recommendation of the WSFS Board of Directors 61
Record Date and Quorum 62
Vote Required; Treatment of Abstentions and Failure to Vote 62
Shares Held by Directors and Executive Officers 62
Voting of Proxies; Incomplete Proxies 63
Shares Held in “Street Name” 63
Revocability of Proxies and Changes to a WSFS Stockholder’s Vote 63
Solicitation of Proxies 64
Attending the WSFS Special Meeting Virtually 64
Delivery of Proxy Materials 64
Assistance 65
THE WSFS PROPOSALS 66
Proposal 1: WSFS Merger and Share Issuance Proposal 66
Proposal 2: WSFS Adjournment Proposal 66
Other Matters to Come Before the WSFS Special Meeting 67

ix
 

INFORMATION ABOUT THE COMPANIES 68
THE MERGERS 70
Terms of the Mergers 70
Background of the Merger 70
Bryn Mawr’s Reasons for the Mergers and Recommendations of the Bryn Mawr Board of Directors 76
Opinion of Bryn Mawr’s Financial Advisor 78
WSFS’s Reasons for the Mergers and Recommendations of the WSFS Board of Directors 92
Opinion of WSFS’s Financial Advisor 94
Certain Prospective Financial Information 106
Management and Board of Directors of WSFS After the Mergers 108
Interests of Bryn Mawr’s Directors and Executive Officers in the Mergers 108
Merger-Related Compensation for Bryn Mawr’s Named Executive Officers 116
Regulatory Approvals Required for the Mergers 118
Accounting Treatment 119
Public Trading Markets 119
Appraisal and Dissenters’ Rights  119
Litigation Related to the Mergers  119
THE MERGER AGREEMENT 120
Structure of the Mergers 120
Treatment of Bryn Mawr Equity Awards 120
Surviving Corporation Governing Documents and Board of Directors 121
Closing and Effective Time 121
Conversion of Shares; Exchange Procedures 121
Representations and Warranties 122
Covenants and Agreements 127
Agreement Not to Solicit Other Offers 132
Stockholder Meetings and Recommendation of WSFS and Bryn Mawr Boards of Directors 133
Conditions to Consummation of the Mergers 135
Termination of the Merger Agreement 136
Effect of Termination 137
Termination Fee 137
Expenses and Fees 138
Amendments and Waivers 138
Voting Agreements 138
Agreements with WSFS 139
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER 140
COMPARISON OF STOCKHOLDERS’ RIGHTS 143
LEGAL MATTERS 161
EXPERTS 161
OTHER MATTERS 161
DEADLINES FOR SUBMITTING WSFS STOCKHOLDER PROPOSALS 161
DEADLINES FOR SUBMITTING BRYN MAWR SHAREHOLDER PROPOSALS 162
WHERE YOU CAN FIND MORE INFORMATION 162
x
 

Annex Index

Annex A: Agreement and Plan of Merger, dated as of March 9, 2021, by and between WSFS Financial Corporation and Bryn Mawr Bank Corporation
   
Annex B: Form of Voting Agreement, dated March 9, 2021, by and among WSFS Financial Corporation, Bryn Mawr Bank Corporation and certain shareholders of Bryn Mawr Bank Corporation
   
Annex C: Opinion of Keefe, Bruyette & Woods, Inc.
   
Annex D: Opinion of Piper Sandler & Co.
xi
 

QUESTIONS AND ANSWERS ABOUT THE PROPOSED MERGERS, THE WSFS SPECIAL MEETING AND THE BRYN MAWR SPECIAL MEETING

The following are some questions that you may have regarding the mergers, the WSFS special meeting of stockholders, or the WSFS special meeting, and the Bryn Mawr special meeting of the shareholders, or the Bryn Mawr special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the mergers, the WSFS special meeting and the Bryn Mawr special meeting. Additional important information is also contained in the documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information.” Unless otherwise indicated, references in this joint proxy statement/prospectus to WSFS refer to WSFS Financial Corporation and its consolidated subsidiaries and references to Bryn Mawr refer to Bryn Mawr Bank Corporation and its consolidated subsidiaries, and references to “we,” “our” and “us” refer to WSFS and Bryn Mawr together.

Q:What are the mergers?
A:WSFS and Bryn Mawr have entered into an Agreement and Plan of Merger, dated as of March 9, 2021, which we refer to as the merger agreement, pursuant to which, among other things, (i) Bryn Mawr will merge with and into WSFS, with WSFS continuing as the surviving corporation, which we refer to as the merger, and (ii) simultaneously with the merger, The Bryn Mawr Trust Company, which we refer to as Bryn Mawr Bank, will merge with and into Wilmington Savings Fund Society, FSB, which we refer to as WSFS Bank, with WSFS Bank continuing as the surviving bank, which we refer to as the bank merger and, together with the merger, as the mergers. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus. Following the merger, the shares of common stock, par value $1.00 per share, of Bryn Mawr, which we refer to as Bryn Mawr common stock, will be delisted from the Nasdaq Global Select Market, which we refer to as Nasdaq, and thereafter will be deregistered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act.
Q:Why am I receiving this joint proxy statement/prospectus?
A:Each of WSFS and Bryn Mawr is sending these materials to its stockholders to help them decide how to vote their shares of common stock, par value $0.01 per share, of WSFS, which we refer to as WSFS common stock, and/or Bryn Mawr common stock, as the case may be, with respect to the matters to be considered at the WSFS special meeting and/or the Bryn Mawr special meeting.

The mergers cannot be completed unless the WSFS stockholders adopt the merger agreement and approve the transactions contemplated thereby, including the issuance of shares of WSFS common stock in connection with the merger, which we refer to as the WSFS share issuance, and the Bryn Mawr shareholders approve the merger agreement and the transactions contemplated thereby, including the merger. Each of WSFS and Bryn Mawr is holding a special meeting of its stockholders to vote on the proposals necessary to complete the mergers as well as other related matters. Information about these special meetings, the mergers and the other business to be considered by stockholders at each of the special meetings is contained in this joint proxy statement/prospectus.

This document constitutes both a joint proxy statement of WSFS and Bryn Mawr and a prospectus of WSFS. It is a joint proxy statement because each of the boards of directors of WSFS and Bryn Mawr is soliciting proxies from its respective stockholders using this document. It is a prospectus because WSFS, in connection with the merger, is offering shares of WSFS common stock in exchange for outstanding shares of Bryn Mawr common stock.

1
 

Q:What will Bryn Mawr receive in the merger?
A:At the time the merger is completed, which we refer to as the effective time, each outstanding share of Bryn Mawr common stock, except for certain shares of Bryn Mawr common stock owned by Bryn Mawr or WSFS, will be converted into the right to receive 0.90 of a share, or the exchange ratio, of WSFS common stock, which we refer to as the merger consideration.

WSFS will not issue any fractional shares of WSFS common stock in the merger. Instead, a Bryn Mawr shareholder who would otherwise be entitled to receive a fraction of a share of WSFS common stock will receive, in lieu thereof, an amount in cash, rounded up to the nearest cent (without interest), determined by multiplying (i) the fraction of a share (rounded to the nearest thousandth when expressed as a decimal form) of WSFS common stock that such holder would otherwise be entitled to receive by (ii) the average of the daily closing prices of shares of WSFS common stock for the ten consecutive full trading days on which shares are actually traded on Nasdaq, ending at the close of trading on the fifth business day prior to the date on which the mergers become effective (or the immediately preceding day to the fifth business day prior to the date on which the mergers become effective if shares of WSFS common stock are not actually traded on Nasdaq on such day), which we refer to as the average closing price.

It is currently expected that the former shareholders of Bryn Mawr as a group will receive shares in the merger constituting approximately 28% of the outstanding shares of the combined company’s common stock immediately after the consummation of the merger.

Q:Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the effective time?
A:Yes. Although the exchange ratio is fixed, the market value of the consideration will fluctuate between the date of this joint proxy statement/prospectus and the completion of the merger based on the market value of WSFS common stock. Any change in the market price of WSFS common stock after the date of this joint proxy statement/prospectus will change the value of the merger consideration that Bryn Mawr shareholders will receive.
Q:What will happen to Bryn Mawr equity awards in the merger?
A:Bryn Mawr Restricted Stock Awards. At the effective time, each award in respect of a share of Bryn Mawr common stock subject to vesting, repurchase or other lapse restriction granted under the Continental Bank Holdings, Inc. Amended and Restated 2005 Stock Incentive Plan, Bryn Mawr 2010 Long-Term Incentive Plan, Amended and Restated Bryn Mawr 2010 Long-Term Incentive Plan, and Bryn Mawr Director Stock Retainer Plan, which we refer to collectively as the Bryn Mawr stock plans, that is either outstanding or subject to a restricted stock unit or other equity right (other than a Bryn Mawr stock option, described below) immediately prior to the effective time, which we refer to as a Bryn Mawr restricted stock award, will fully vest, with any performance-based vesting condition applicable to such Bryn Mawr restricted stock award deemed to have been fully achieved (or achieved at the target level if more than one level of achievement has been contemplated), and will be canceled and converted automatically into the right to receive the merger consideration.
Bryn Mawr Stock Options. At the effective time, each option granted by Bryn Mawr to purchase shares of Bryn Mawr common stock under the Bryn Mawr stock plans, which we refer to as Bryn Mawr stock options, whether vested or unvested, outstanding and unexercised immediately prior to the effective time, will, automatically and without any required action on the part of the holder, be canceled and converted into the right to receive from WSFS a cash payment equal to the difference, if positive, between the average closing price multiplied by the exchange ratio, which we refer to as the per share cash equivalent consideration, and

2
 

 the exercise price of the Bryn Mawr stock option. Bryn Mawr stock options are outstanding only under the Continental Bank Holdings, Inc. Amended and Restated 2005 Stock Incentive Plan.
Q:When do you expect to complete the mergers?
A:We expect to complete the mergers in the fourth quarter of 2021. However, we cannot assure you of when or if the mergers will be completed. We must first obtain the approval of our respective stockholders, as well as obtain necessary regulatory approvals and satisfy certain other closing conditions. For further information, please see the section entitled “The Merger Agreement—Conditions to Consummation of the Mergers.”
Q:What am I being asked to vote on?
A:Bryn Mawr Special Meeting. Bryn Mawr shareholders are being asked to vote on the following:
·a proposal to approve the merger agreement, a copy of which is attached as Annex A, and the transactions contemplated thereby, including the merger, which we refer to as the Bryn Mawr merger proposal;
·a proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of Bryn Mawr in connection with the merger, which we refer to as the Bryn Mawr advisory proposal on specified compensation; and
·a proposal to approve one or more adjournments of the Bryn Mawr special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the Bryn Mawr merger proposal, which we refer to as the Bryn Mawr adjournment proposal.

Shareholder approval of the Bryn Mawr merger proposal is required to complete the merger. Bryn Mawr will transact no other business at the Bryn Mawr special meeting, except for the business properly brought before the Bryn Mawr special meeting or any adjournment or postponement thereof.

WSFS Special Meeting. WSFS stockholders are being asked to vote on the following:

·a proposal to adopt the merger agreement, a copy of which is attached as Annex A, and approve the transactions contemplated thereby, including the merger and the WSFS share issuance, which we refer to as the WSFS merger and share issuance proposal; and
·a proposal to approve one or more adjournments of the WSFS special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the WSFS merger and share issuance proposal, which we refer to as the WSFS adjournment proposal.

Stockholder approval of the WSFS merger and share issuance proposal is required to complete the merger. WSFS will transact no other business at the WSFS special meeting, except for the business properly brought before the WSFS special meeting or any adjournment or postponement thereof.

Q:How does the Bryn Mawr board of directors recommend that Bryn Mawr shareholders vote at the Bryn Mawr special meeting?
A:The Bryn Mawr board of directors has approved the merger agreement and recommends that Bryn Mawr shareholders vote “FOR” the Bryn Mawr merger proposal, “FOR” the Bryn Mawr advisory proposal on specified compensation, and “FOR” the Bryn Mawr adjournment proposal.
3
 
Q:How does the WSFS board of directors recommend that WSFS stockholders vote at the WSFS special meeting?
A:The WSFS board of directors has approved the merger agreement and recommends that WSFS stockholders vote “FOR” the WSFS merger and share issuance proposal and “FOR” the WSFS adjournment proposal.
Q:When and where are the meetings?
A:Bryn Mawr Special Meeting. The Bryn Mawr special meeting will be held on June 10, 2021, commencing at 11:00 a.m., Eastern Time, at Bryn Mawr’s headquarters, 801 Lancaster Avenue, Bryn Mawr, Pennsylvania 19010. Subject to space availability and COVID-19 protocols, all Bryn Mawr shareholders as of the record date for the Bryn Mawr special meeting, or the Bryn Mawr record date, or their duly appointed proxies, may attend the Bryn Mawr special meeting. Since seating is limited, admission to the Bryn Mawr special meeting will be on a first come, first served basis. Bryn Mawr shareholders who intend to attend the Bryn Mawr special meeting in person and are legally permitted to do so, must contact the Corporate Secretary’s Office at (610) 526-2303 no later than 5:00 p.m. Eastern Time on June 4, 2021. Only shareholders of record, or those holding shares of Bryn Mawr common stock in street name who have a legal proxy to vote their shares, will be permitted to attend the Bryn Mawr special meeting in person. Any shareholder intending to attend the Bryn Mawr special meeting in person will also be required to comply with the Bryn Mawr’s COVID-19 protocols, including, but not limited to, undergoing COVID-19 screening questions in advance of the meeting, wearing a mask that covers your nose and mouth, maintaining appropriate social distancing, and a temperature check on the day of the meeting. All future updates pertaining to Bryn Mawr’s COVID-19 response and any implications for the Bryn Mawr special meeting will be found in press releases and our filings with the SEC. Registration and seating the day of the meeting will begin at 10:45 a.m., Eastern Time. In addition, Bryn Mawr is providing a virtual format for meeting attendance for those who do not wish or are not able to attend the Bryn Mawr special meeting in person. Shareholders can access the virtual format of the meeting at www.meetingcenter.io/255742583 with the password BMTC2021 by entering their 15-digit voting control number. Shareholders who hold shares in “record” form can find their control number on their proxy card or notice. Shareholders who hold Bryn Mawr shares in “street name” through a bank, broker or other nominee must register in advance with Bryn Mawr’s transfer agent, Computershare Trust Company, N.A., or Computershare, in order to obtain a control number and access the virtual format of the meeting. To register, such shareholders must submit to Computershare their name, email address and proof of proxy power (legal proxy) reflecting their Bryn Mawr holdings, and must also include “BMTC Legal Proxy” in the subject or address line of the registration request. Registration requests should be sent to Computershare via email at legalproxy@computershare.com, or via U.S. mail at Computershare, BMTC Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001. Requests for registration must be received by Computershare no later than 5:00 p.m. Eastern Time on June 4, 2021. Shareholders will receive a confirmation of their registration by email from Computershare with a control number to be used to access the meeting at www.meetingcenter.io/255742583 with the password BMTC2021. Any questions regarding the virtual format of the meeting, or how to access it, should be directed to Computershare at (877) 238-6956.

WSFS Special Meeting. The WSFS special meeting will be held in a virtual-only format on June 10, 2021, at 4:00 p.m., Eastern Time. In order to attend the meeting, you must register at https://viewproxy.com/wsfs/2021specialmeeting/htype.asp by 11:59 p.m. Eastern Time on June 7, 2021. On the day of the special meeting, if you have properly registered, you may enter the meeting by clicking on the link provided and the password you received via email in your registration confirmations. The virtual format allows stockholders to ask questions during the registration process and also during the virtual special meeting by typing a question into the question/chat box on the meeting screen. During the live Q&A session of the special meeting, WSFS may answer questions as they come in and address those asked in advance, to the extent relevant to the business of the special meeting, as time permits. There will be technicians

4
 

ready to assist you with any technical difficulties you may have accessing the special meeting live audio webcast. Please be sure to check in 15 minutes prior to the start of the meeting on the day of the meeting, so that any technical difficulties may be addressed before the special meeting live audio webcast begins. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please email VirtualMeeting@viewproxy.com or call 866-612-8937.

If you hold your shares beneficially through a bank, broker or other nominee, you must provide a legal proxy from your bank, broker or other nominee during registration and you will be assigned a virtual control number in order to vote your shares during the special meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the special meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the internet, including how to demonstrate proof of stock ownership, are posted at https://viewproxy.com/wsfs/2021specialmeeting/htype.asp.

Q:What constitutes a quorum?
A:Bryn Mawr Special Meeting. The presence, in person (including remote participation through the virtual format of the meeting) or by proxy, of a majority of the shares of Bryn Mawr common stock outstanding and entitled to vote as of the Bryn Mawr record date will constitute a quorum for the purposes of the Bryn Mawr special meeting. All shares of Bryn Mawr common stock present in person (including remote participation through the virtual format of the meeting) or represented by proxy, including abstentions, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Bryn Mawr special meeting.

WSFS Special Meeting. The presence, in person by participation at the virtual WSFS special meeting or represented by proxy, of a majority of the shares of WSFS common stock outstanding and entitled to vote as of the WSFS record date will constitute a quorum for the purposes of the WSFS special meeting. All shares of WSFS common stock present in person by participation at the virtual WSFS special meeting or represented by proxy, including abstentions, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the WSFS special meeting.

Q:Who is entitled to vote?
A:Bryn Mawr Special Meeting. Holders of record of Bryn Mawr common stock at the close of business on May 3, 2021, which is the date that the Bryn Mawr board of directors has fixed as the Bryn Mawr record date, will be entitled to vote at the Bryn Mawr special meeting.

WSFS Special Meeting. Holders of record of WSFS common stock at the close of business on May 3, 2021, which is the date that the WSFS board of directors has fixed as the WSFS record date, will be entitled to vote at the WSFS special meeting.

 

Q:What if I hold shares in both WSFS and Bryn Mawr?
A:If you are both a WSFS stockholder and a Bryn Mawr shareholder, you will receive two separate packages of proxy materials. A vote cast as a WSFS stockholder will not count as a vote cast as a Bryn Mawr shareholder, and a vote cast as a Bryn Mawr shareholder will not count as a vote cast as a WSFS stockholder. Therefore, please separately submit a proxy for each of your WSFS and Bryn Mawr shares.
5
 
Q:What is the vote required to approve each proposal at the Bryn Mawr special meeting?
A:Bryn Mawr Merger Proposal:
·Standard: Approval of the Bryn Mawr merger proposal requires the affirmative vote of a majority of the votes cast by holders of Bryn Mawr common stock in person (including remote participation through the virtual format of the meeting) or by proxy at the Bryn Mawr special meeting and entitled to vote thereon.
·Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or fail to vote by telephone or the internet or in person (including remote participation through the virtual format of the meeting) at the Bryn Mawr special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on the Bryn Mawr merger proposal.

Bryn Mawr Advisory Proposal on Specified Compensation and Bryn Mawr Adjournment Proposal:

·Standard: Approval of the Bryn Mawr advisory proposal on specified compensation and the Bryn Mawr adjournment proposal each requires the affirmative vote of holders of a majority of the outstanding shares of Bryn Mawr common stock having voting powers present, in person (including remote participation through the virtual format of the meeting) or by proxy, at the Bryn Mawr special meeting.
·Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy card, it will have the same effect as a vote against such proposals, and if you fail to submit a proxy card or fail to vote by telephone or the internet or in person (including remote participation through the virtual format of the meeting) at the Bryn Mawr special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on the Bryn Mawr advisory proposal on specified compensation or the Bryn Mawr adjournment proposal.
Q:What is the vote required to approve each proposal at the WSFS special meeting?
A:WSFS Merger and Share Issuance Proposal:
·Standard: Approval of the WSFS merger and share issuance proposal requires the affirmative vote of holders of a majority of the outstanding shares of WSFS common stock.
·Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or fail to vote by telephone or the internet or in person by participation at the virtual WSFS special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the WSFS merger and share issuance proposal.

WSFS Adjournment Proposal:

·Standard: Approval of the WSFS adjournment proposal requires the affirmative vote of holders of a majority of the shares of WSFS common stock present in person by participation at the virtual WSFS special meeting or represented by proxy at the WSFS special meeting and entitled to vote on such proposal.
6
 
·Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy card, it will have the same effect as a vote against such proposal, and if you fail to submit a proxy card or fail to vote by telephone or the internet or in person by participation at the virtual WSFS special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on the WSFS adjournment proposal.
Q:Are there any voting agreements with existing shareholders?
A:Yes. In connection with entering into the merger agreement, each member of the board of directors of Bryn Mawr and each executive officer of Bryn Mawr, in their capacities as Bryn Mawr shareholders, have entered into voting agreements with WSFS and Bryn Mawr, which we refer to as the voting agreements. The voting agreements require, among other things, that the shareholder party thereto vote all of his or her shares of Bryn Mawr common stock in favor of the merger and the other transactions contemplated by the merger agreement and against alternative transactions and not to, directly or indirectly, assign, sell, transfer or otherwise dispose of their shares of Bryn Mawr common stock, subject to certain exceptions. For further information, please see the section entitled “The Merger Agreement—Voting Agreements.”
Q:Why is my vote important?
A:If you do not vote, it will be more difficult for Bryn Mawr or WSFS to obtain the necessary quorums to hold the Bryn Mawr special meeting or WSFS special meeting, respectively. Additionally, each proposal must be approved by the voting requirements described above. The Bryn Mawr board of directors recommends that Bryn Mawr shareholders vote “FOR” the Bryn Mawr merger proposal, “FOR” the Bryn Mawr advisory proposal on specified compensation, and “FOR” the Bryn Mawr adjournment proposal, and the WSFS board of directors recommends that the WSFS stockholders vote “FOR” the WSFS merger and share issuance proposal and “FOR” the WSFS adjournment proposal.
Q:How many votes do I have?
A:Bryn Mawr Shareholders. Each holder of shares of Bryn Mawr common stock outstanding on the Bryn Mawr record date will be entitled to one vote for each share held of record. As of the Bryn Mawr record date, there were 19,930,498 shares of Bryn Mawr common stock entitled to vote at the Bryn Mawr special meeting. As of the Bryn Mawr record date, the directors and executive officers of Bryn Mawr and their affiliates beneficially owned and were entitled to vote approximately 275,354 shares of Bryn Mawr common stock, representing approximately 1.38% of the shares of Bryn Mawr common stock outstanding on that date.

WSFS Stockholders. Each holder of shares of WSFS common stock outstanding on the WSFS record date will be entitled to one vote for each share held of record. As of the WSFS record date, there were 47,532,042 shares of WSFS common stock entitled to vote at the WSFS special meeting. As of the WSFS record date, the directors and executive officers of WSFS and their affiliates beneficially owned and were entitled to vote approximately 816,038 shares of WSFS common stock, representing approximately 1.72% of the shares of WSFS common stock outstanding on that date.

Q:What do I need to do now?
A:After carefully reading and considering the information contained in this joint proxy statement/prospectus, including any documents incorporated in this joint proxy statement/prospectus by reference, and its annexes, please complete, sign, date and return the enclosed proxy card or voting instruction form, as applicable, which we refer to as a proxy card, in the enclosed envelope (or vote by telephone or on the internet) as soon as possible so that your shares will be represented at the Bryn Mawr special meeting or WSFS special meeting, as applicable.
7
 

Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in “street name” by a bank, broker or other nominee.

Q:How do I vote?
A:If you are a shareholder of record of Bryn Mawr as of the Bryn Mawr record date or a stockholder of record of WSFS as of the WSFS record date, you may submit your proxy before your respective company’s special meeting in one of the following ways:
·completing, signing, dating and returning the enclosed proxy card and returning it in the postage-paid envelope provided;
·accessing the website specified on your proxy card;
·calling the toll-free number specified on your proxy card;
·if you are a Bryn Mawr shareholder, casting your vote in person or virtually at the Bryn Mawr special meeting; or
·if you are a WSFS stockholder, casting your vote in person by participating at the virtual WSFS special meeting.

If your shares are held in “street name” by a bank, broker or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote at their respective meeting will need to obtain a proxy form or “legal proxy” from their bank, broker or other nominee. On the day of the WSFS special meeting, “street name” WSFS stockholders may only vote during the meeting by e-mailing a copy of your legal proxy to VirtualMeeting@viewproxy.com in advance of the WSFS special meeting.

Q:If my shares of common stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote my shares for me?
A:No. If your shares are held in “street name” by a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank, broker or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Bryn Mawr or WSFS or by voting in person (including remote participation at a virtual meeting) at your respective company’s special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee.

Under stock exchange rules, banks, brokers and other nominees who hold shares of Bryn Mawr common stock or WSFS common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise voting discretion with respect to the approval of matters determined to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Bryn Mawr and WSFS special meetings are such “non-routine” matters. Broker non-votes occur when a bank, broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the bank, broker or nominee does not have discretionary voting power.

8
 

If you are a Bryn Mawr shareholder and you do not instruct your bank, broker or other nominee on how to vote your shares:

·your bank, broker or other nominee may not vote your shares on the Bryn Mawr merger proposal, which broker non-votes will have no effect on such proposal;
·your bank, broker or other nominee may not vote your shares on the Bryn Mawr advisory proposal on specified compensation, which broker non-votes will have no effect on such proposal; and
·your bank, broker or other nominee may not vote your shares on the Bryn Mawr adjournment proposal, which broker non-votes will have no effect on such proposal.

If you are a WSFS stockholder and you do not instruct your bank, broker or other nominee on how to vote your shares:

·your bank, broker or other nominee may not vote your shares on the WSFS merger and share issuance proposal, which broker non-votes will have the same effect as a vote against such proposal; and
·your bank, broker or other nominee may not vote your shares on the WSFS adjournment proposal, which broker non-votes will have no effect on such proposal.
Q:What if I abstain or do not vote?
A:For purposes of each of the Bryn Mawr special meeting and the WSFS special meeting, an abstention occurs when a stockholder attends the applicable special meeting, either in person (including remote participation at a virtual meeting) or represented by proxy, but abstains from voting.

Bryn Mawr Shareholders: With respect to the Bryn Mawr merger proposal, if you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or fail to vote by telephone or the internet or in person (including remote participation through the virtual format of the meeting) at the Bryn Mawr special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on the Bryn Mawr merger proposal. With respect to the Bryn Mawr advisory proposal on specified compensation and the Bryn Mawr adjournment proposal, if you mark “ABSTAIN” on your proxy card, it will have the same effect as a vote against such proposals, and if you fail to submit a proxy card or fail to vote by telephone or the internet or in person (including remote participation through the virtual format of the meeting) at the Bryn Mawr special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposals.

WSFS Stockholders: With respect to the WSFS merger and share issuance proposal, if you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or fail to vote by telephone or the internet or in person by participation at the virtual WSFS special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the WSFS merger and share issuance proposal. With respect to the WSFS adjournment proposal, if you mark “ABSTAIN” on your proxy card, it will have the same effect as a vote against such proposal, and if you fail to submit a proxy card or fail to vote by telephone or the internet or in person by participation at the virtual WSFS special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposal.

9
 

Q:What will happen if I return my proxy card without indicating how to vote?
A:If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the Bryn Mawr common stock represented by your proxy will be voted as recommended by the Bryn Mawr board of directors with respect to each Bryn Mawr proposal and the WSFS common stock represented by your proxy will be voted as recommended by the WSFS board of directors with respect to each WSFS proposal.
Q:May I change my vote after I have delivered my proxy card?
A:Yes. You may change your vote at any time before your proxy is voted at the Bryn Mawr or WSFS special meeting. You may do this in one of the following ways:
·by completing, signing, dating and returning a proxy card with a later date than your original proxy card;
·by delivering a written revocation letter to Bryn Mawr or WSFS, as applicable;
·if you are a Bryn Mawr shareholder, by attending the Bryn Mawr special meeting in person and asking to withdraw the proxy prior to its use for any purpose and you can vote in person;
·if you are a WSFS stockholder, by attending the WSFS special meeting in person by participating at the virtual WSFS special meeting, notifying the corporate secretary and voting by ballot; or
·by voting by telephone or the internet at a later time (but prior to the internet and telephone voting deadline).

If your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies.

 

Q:Do I need identification to attend the Bryn Mawr special meeting in person?
A:If you hold your shares of Bryn Mawr common stock in “street name”, you will need proof of ownership to be admitted to the Bryn Mawr special meeting. A brokerage statement or letter from a bank, broker or other nominee are examples of proof of ownership that will allow you to attend the Bryn Mawr special meeting. However, if you want to vote your shares of Bryn Mawr common stock held in “street name” in person at the Bryn Mawr special meeting, you must obtain a written proxy or legal proxy in your name from the bank, broker or other nominee through which you beneficially own Bryn Mawr common stock.
Q:Are WSFS stockholders entitled to dissenters’ rights?
A:No. Under Delaware law, WSFS stockholders 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.”
Q:Are Bryn Mawr shareholders entitled to dissenters’ rights?
A:No. Under Pennsylvania law, 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.”
10
 
Q:What are the material U.S. federal income tax consequences of the merger to Bryn Mawr shareholders?
A:WSFS and Bryn Mawr intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, or the Code. The obligations of WSFS and Bryn Mawr to complete the mergers are subject to the receipt of a legal opinion from Covington & Burling LLP, which we refer to as Covington & Burling, and Squire Patton Boggs (US) LLP, which we refer to as Squire Patton Boggs, respectively, to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither WSFS nor Bryn Mawr currently intends to waive these conditions to the consummation of the mergers. In the event that WSFS and Bryn Mawr waive the condition to receive such tax opinion and the tax consequences of the merger materially change, then WSFS and Bryn Mawr will recirculate appropriate soliciting materials and seek new approval of the merger from Bryn Mawr and WSFS stockholders. If the merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, for U.S. federal income tax purposes, a U.S. holder of Bryn Mawr common stock generally will not recognize any gain or loss upon surrendering its Bryn Mawr common stock. U.S. holders of Bryn Mawr common stock receiving cash in lieu of fractional shares of WSFS common stock will generally recognize gain or loss equal to the difference between the amount of cash received instead of a fractional share and the basis in its fractional share of WSFS common stock.
For further information, see the section entitled “Material U.S. Federal Income Tax Consequences Relating to the Merger.”
The U.S. federal income tax consequences described above may not apply to all holders of Bryn Mawr common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your independent tax advisor for a full understanding of the particular tax consequences of the merger to you.
Q:If I am a Bryn Mawr shareholder, should I send in my stock certificates now?
A:No. Bryn Mawr shareholders SHOULD NOT send in any stock certificates now. If the mergers are consummated, transmittal materials with instructions for their completion will be provided to Bryn Mawr shareholders under separate cover and the stock certificates should be sent at that time.
Q:What should I do if I have my shares of Bryn Mawr common stock in book-entry form?
A:If the mergers are consummated, you are not required to take any special additional action to receive the merger consideration if your shares of Bryn Mawr common stock are held in book-entry form. After the completion of the merger, shares of Bryn Mawr common stock held in book entry form will be exchanged automatically for the merger consideration, including shares of WSFS common stock in book-entry form, and any cash to be paid in exchange for fractional shares in the merger.
Q:Whom may I contact if I cannot locate my Bryn Mawr stock certificate(s)?
A:If you are unable to locate your original Bryn Mawr stock certificate(s), you should contact Computershare, Bryn Mawr’s transfer agent, at (877) 238-6956.
Q:What should I do if I receive more than one set of voting materials?
A:WSFS stockholders and Bryn Mawr shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of WSFS and/or Bryn Mawr common stock in more
11
 
 than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of WSFS common stock or Bryn Mawr common stock and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both WSFS common stock and Bryn Mawr common stock, you will receive one or more separate proxy cards or voting instruction cards for each company. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every share of Bryn Mawr common stock and/or WSFS common stock that you own.
Q:What happens if I sell my shares of Bryn Mawr common stock after the Bryn Mawr record date but before the Bryn Mawr special meeting?
A:The Bryn Mawr record date is earlier than the date of the Bryn Mawr special meeting and the date that the mergers are expected to be completed. If you transfer your shares of Bryn Mawr common stock after the Bryn Mawr record date but before the date of the Bryn Mawr special meeting, you will retain your right to vote at such meeting (provided that such shares remain outstanding on the date of such meeting), but you will not have the right to receive any merger consideration for the transferred shares of Bryn Mawr common stock. You will only be entitled to receive the merger consideration in respect of shares of Bryn Mawr common stock that you hold at the effective time.
Q:Are there risks involved in undertaking the merger?
A:Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 46.
Q:What happens if the mergers are not completed?
A:If the mergers are not completed, Bryn Mawr shareholders will not receive the merger consideration. Instead, each of Bryn Mawr and WSFS will remain an independent public company and shares of common stock of each will continue to be listed and traded on Nasdaq.
Q:Whom should I contact if I have questions?
A:If you are a Bryn Mawr shareholder and have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this document or the enclosed proxy card, you should contact Bryn Mawr’s corporate secretary at (610) 525-1700 or Bryn Mawr’s proxy solicitor, Georgeson LLC, at (800) 509-0984.

If you are a WSFS stockholder and have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this document or the enclosed proxy card, you should contact WSFS Investor Relations at (302) 792-6000 or WSFS’s proxy solicitor, Alliance Advisors, at (844) 618-1691.

Q:Where can I find more information about WSFS and Bryn Mawr?
A:You can find more information about WSFS and Bryn Mawr from the various sources described under the section entitled “Where You Can Find More Information.”
12
 

SUMMARY

The following summary highlights selected information in this joint proxy statement/prospectus and may not contain all the information that may be important to you. You should read carefully this entire joint proxy statement/prospectus, including any document incorporated by reference in this joint proxy statement/prospectus, and its annexes, because this section may not contain all of the information that may be important to you in determining how to vote. For a description of, and instructions as to how to obtain, this information, see the section entitled “Where You Can Find More Information.” Each item in this summary refers to the page of this joint proxy statement/prospectus on which that subject is discussed in more detail.

The Companies (page 68)

WSFS Financial Corporation

WSFS Bank Center 500 Delaware Avenue

Wilmington, Delaware 19801

Telephone: (302) 792-6000

WSFS is a savings and loan holding company headquartered in Wilmington, Delaware and the parent to WSFS Bank, one of the ten oldest bank and trust companies in the United States continuously operating under the same name. WSFS Bank is also the oldest and largest locally-managed bank and trust company headquartered in the Delaware and Greater Philadelphia region. WSFS common stock is traded on Nasdaq under the symbol “WSFS.”

Bryn Mawr Bank Corporation

801 Lancaster Ave

Bryn Mawr, Pennsylvania 19010

Telephone: (610) 525-1700

Bryn Mawr and Bryn Mawr Bank are headquartered in Bryn Mawr, Pennsylvania, a western suburb of Philadelphia. Bryn Mawr and its direct and indirect subsidiaries offer a full range of personal and business banking services, consumer and commercial loans, equipment leasing, mortgages, insurance and wealth management services, including investment management, trust and estate administration, retirement planning, custody services, and tax planning from 41 banking locations, seven wealth management offices and two insurance and risk management locations in the following counties: Montgomery, Chester, Delaware, Philadelphia, and Dauphin Counties in Pennsylvania; New Castle County in Delaware; and Mercer and Camden Counties in New Jersey. Bryn Mawr common stock is traded on Nasdaq under the symbol “BMTC.”

The Mergers (page 70)

The terms and conditions of the mergers are contained in the merger agreement, which is attached to this joint proxy statement/prospectus as Annex A. We urge you to read the merger agreement carefully and in its entirety, as it is the legal document governing the mergers. All descriptions in this summary and elsewhere in this joint proxy statement/prospectus of the terms and conditions of the mergers are subject to, and qualified in their entirety by reference to, the merger agreement.

Under the terms and subject to the conditions of the merger agreement, among other things, (i) Bryn Mawr will merge with and into WSFS, with WSFS continuing as the surviving corporation in the merger, and (ii) simultaneously with the merger, Bryn Mawr Bank will merge with and into WSFS Bank, with WSFS Bank continuing as the surviving bank.

13
 

At the effective time, each share of Bryn Mawr common stock, excluding certain specified shares, will be converted into the right to receive 0.90 of a share of WSFS common stock. WSFS will not issue any fractional shares of WSFS common stock in the merger. Instead, a Bryn Mawr shareholder who would otherwise be entitled to receive a fraction of a share of WSFS common stock will receive, in lieu thereof, an amount in cash, rounded up to the nearest cent (without interest), determined by multiplying (i) the fraction of a share (rounded to the nearest thousandth when expressed as a decimal form) of WSFS common stock that such holder would otherwise be entitled to receive by (ii) the average closing price.

Although the exchange ratio is fixed, the market value of the merger consideration will fluctuate with the price of WSFS common stock. Based on the closing sale price of WSFS common stock on March 9, 2021, the last trading day before the public announcement of the signing of the merger agreement, the implied value of the per share merger consideration payable to holders of Bryn Mawr common stock was $48.55. Based upon the closing sale price of WSFS common stock of $51.27 on May 3, 2021, the latest practicable trading day before the printing of this joint proxy statement/prospectus, the implied value of the per share merger consideration was $46.14.

 

Treatment of Bryn Mawr Equity Awards (page 120)

Bryn Mawr Restricted Stock Awards. At the effective time, each Bryn Mawr restricted stock award will fully vest, with any performance- based vesting condition applicable to such Bryn Mawr restricted stock award deemed to have been fully achieved (or achieved at the target level if more than one level of achievement has been contemplated), and will be canceled and converted automatically into the right to receive the merger consideration.

 

Bryn Mawr Stock Options. At the effective time, each Bryn Mawr stock option, whether vested or unvested, outstanding and unexercised immediately prior to the effective time, will 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. Any Bryn Mawr stock option with an exercise price that equals or exceeds the per share cash equivalent consideration will be canceled with no consideration being paid to the optionholder with respect to such Bryn Mawr stock option. Bryn Mawr stock options are outstanding only under the Continental Bank Holdings, Inc. Amended and Restated 2005 Stock Incentive Plan.

 

Bryn Mawr’s Reasons for the Mergers and Recommendations of the Bryn Mawr Board of Directors (page 76)

The Bryn Mawr board of directors has approved the merger agreement and recommends that Bryn Mawr shareholders vote “FOR” the Bryn Mawr merger proposal, “FOR” the Bryn Mawr advisory proposal on specified compensation and “FOR” the Bryn Mawr adjournment proposal. Please see the section entitled “The Mergers—Bryn Mawr’s Reasons for the Mergers and Recommendations of the Bryn Mawr Board of Directors” for a more detailed discussion of the factors considered by the Bryn Mawr board of directors in reaching its decision to approve the merger agreement and the transactions contemplated thereby.

Opinion of Bryn Mawr’s Financial Advisor (page 78)

In connection with the merger, Bryn Mawr’s financial advisor, Keefe, Bruyette & Woods, Inc., which we refer to as KBW, delivered a written opinion, dated March 9, 2021, to the Bryn Mawr board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Bryn Mawr common stock of the exchange ratio in the proposed merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex C to this document. The opinion was for the information of, and was directed to, the Bryn Mawr board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion does not address the underlying business decision of Bryn Mawr

14
 

to engage in the merger or enter into the merger agreement or constitute a recommendation to the Bryn Mawr board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Bryn Mawr common stock or any shareholder or stockholder of any other entity as to how to vote or act in connection with the merger or any other matter.

WSFS’s Reasons for the Mergers and Recommendations of the WSFS Board of Directors (page 92)

The WSFS board of directors has approved the merger agreement and recommends that WSFS stockholders vote “FOR” the WSFS merger and share issuance proposal and “FOR” the WSFS adjournment proposal. Please see the section entitled “The Mergers—WSFS’s Reasons for the Mergers and Recommendations of the WSFS Board of Directors” for a more detailed discussion of the factors considered by the WSFS board of directors in reaching its decision to approve the merger agreement and the transactions contemplated thereby.

Opinion of WSFS’s Financial Advisor (page 94)

In connection with the merger, WSFS’s financial advisor, Piper Sandler & Co., which we refer to as Piper Sandler, delivered a written opinion, dated March 9, 2021, to the WSFS board of directors as to the fairness, from a financial point of view, of the merger consideration to WSFS. The full text of Piper Sandler’s opinion is attached as Annex D to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion.

Piper Sandler’s opinion speaks only as of the date of the opinion. The opinion was directed to the WSFS board of directors in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any stockholder of WSFS as to how any such stockholder should vote at any meeting of stockholders called to consider and vote upon the approval of the merger and the merger agreement. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the merger consideration to WSFS and did not address the underlying business decision of WSFS to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for WSFS or the effect of any other transaction in which WSFS might engage.

Bryn Mawr Special Meeting (page 54)

Bryn Mawr will hold the Bryn Mawr special meeting at 801 Lancaster Avenue, Bryn Mawr, Pennsylvania 19010, commencing at 11:00 a.m., Eastern Time, on June 10, 2021. In addition, Bryn Mawr is providing a virtual format for meeting attendance for those who do not wish to or are not able to attend the Bryn Mawr special meeting in person. Bryn Mawr shareholders can access the virtual format of the meeting at www.meetingcenter.io/255742583 with the password BMTC2021 by entering their 15-digit voting control number. At the Bryn Mawr special meeting, Bryn Mawr shareholders will be asked to consider and vote on the Bryn Mawr merger proposal, the Bryn Mawr advisory proposal on specified compensation and the Bryn Mawr adjournment proposal, if necessary or appropriate.

 

Bryn Mawr has fixed the close of business on May 3, 2021 as the Bryn Mawr record date for the Bryn Mawr special meeting. Only Bryn Mawr shareholders of record on that date are entitled to notice of and vote at the Bryn Mawr special meeting or any adjournment or postponement of the Bryn Mawr special meeting. Each holder of shares of Bryn Mawr common stock outstanding on the Bryn Mawr record date will be entitled to one vote for each share held of record. As of the Bryn Mawr record date, there were 19,930,498 shares of Bryn Mawr common stock entitled to vote at the Bryn Mawr special meeting. As of the Bryn Mawr record date, the directors and executive officers of Bryn Mawr and their affiliates beneficially owned and were entitled to vote approximately 275,354 shares of Bryn Mawr common stock, representing approximately 1.38% of the shares of Bryn Mawr common stock outstanding on that date.

15
 

Approval of the Bryn Mawr merger proposal requires the affirmative vote of a majority of the votes cast by holders of Bryn Mawr common stock in person (including remote participation through the virtual format of the meeting) or by proxy at the Bryn Mawr special meeting and entitled to vote thereon. Approval of the Bryn Mawr advisory proposal on specified compensation and the Bryn Mawr adjournment proposal each requires the affirmative vote of holders of a majority of the outstanding shares of Bryn Mawr common stock having voting power present, in person (including remote participation through the virtual format of the meeting) or by proxy at the Bryn Mawr special meeting.

With respect to the Bryn Mawr merger proposal, if you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or fail to vote by telephone or the internet or in person (including remote participation through the virtual format of the meeting) at the Bryn Mawr special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on the Bryn Mawr merger proposal. With respect to the Bryn Mawr advisory proposal on specified compensation and the Bryn Mawr adjournment proposal, if you mark “ABSTAIN” on your proxy card, it will have the same effect as a vote against such proposals, and if you fail to submit a proxy card or fail to vote by telephone or the internet or in person (including remote participation through the virtual format of the meeting) at the Bryn Mawr special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposals.

WSFS Special Meeting (page 61)

WSFS will hold the special meeting in a virtual-only format on June 10, at 4:00 p.m., Eastern Time. In order to attend the WSFS special meeting, WSFS stockholders must register at https://viewproxy.com/wsfs/2021specialmeeting/htype.asp by 11:59 p.m., Eastern time on June 7, 2021. On the day of the special meeting, if WSFS stockholders have properly registered, they may enter the meeting by clicking on the link provided and the password they received via email in their registration confirmations. At the WSFS special meeting, WSFS stockholders will be asked to consider and vote on the WSFS merger and share issuance proposal and the WSFS adjournment proposal, if necessary or appropriate.

WSFS has fixed the close of business on May 3, 2021 as the WSFS record date for the WSFS special meeting. Only WSFS stockholders of record on that date are entitled to notice of and to vote at the WSFS special meeting or any adjournment or postponement of the WSFS special meeting. As of the WSFS record date, there were 47,532,042 shares of WSFS common stock entitled to vote at the WSFS special meeting.

As of the WSFS record date, the directors and executive officers of WSFS and their affiliates beneficially owned and were entitled to vote approximately 816,038 shares of WSFS common stock, representing approximately 1.72% of the shares of WSFS common stock outstanding on that date.

Approval of the WSFS merger and share issuance proposal requires the affirmative vote of holders of a majority of the outstanding shares of WSFS common stock. Approval of the WSFS adjournment proposal requires the affirmative vote of holders of a majority of the shares of WSFS common stock present in person by participation at the virtual WSFS special meeting or represented by proxy at the WSFS special meeting and entitled to vote on such proposal.

With respect to the WSFS merger and share issuance proposal, if you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or fail to vote by telephone or the internet or in person by participation at the virtual WSFS special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against such proposal. With respect to the WSFS adjournment proposal, if you mark “ABSTAIN” on your proxy card, it will have the same effect as a vote against such proposal, and if you fail to submit a proxy card or fail to vote by telephone or the internet or in person by participation at the virtual WSFS special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposal.

16
 

Interests of Bryn Mawr’s Directors and Executive Officers in the Mergers (page 108)

In considering the recommendations of the Bryn Mawr board of directors, Bryn Mawr shareholders should be aware that Bryn Mawr’s directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of the Bryn Mawr shareholders generally. The Bryn Mawr board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement and in determining to recommend to the Bryn Mawr shareholders that they vote to approve the Bryn Mawr merger proposal. These interests include:

·At the effective time, each Bryn Mawr restricted stock award will fully vest, with any performance-based vesting condition applicable to such Bryn Mawr restricted stock award deemed to have been fully achieved (or achieved at the target level if more than one level of achievement has been contemplated), and will be canceled and converted automatically into the right to receive the merger consideration.
·Bryn Mawr intends to pay Annual Incentive Awards (Bryn Mawr’s short-term, cash-based incentive compensation plan) to Bryn Mawr’s executive officers for 2021 at the “target” level established by Bryn Mawr board of directors’ compensation committee pursuant to the Annual Incentive Methodology under such plan.
·Bryn Mawr and Bryn Mawr Bank intend to terminate the change-of-control severance agreements with the executive officers contingent upon the closing of the mergers, which we refer to as the closing, in exchange for lump sum payments approximating the value of the payments that might have otherwise become payable under the change-of-control severance agreements.
·Letter agreements that certain employees, including the executive officers, of Bryn Mawr have entered into with WSFS provide for employment for 12 months following the closing of the mergers and, if any such employee is terminated without cause or resigns for good reason prior to the first anniversary of the closing, the letter agreement provides for severance benefits of (i) an amount equal to the sum of his or her base salary through the end of the letter agreement term, and his or her target annual cash bonus for the year in which the termination occurs, to be paid in equal installments over 12 months following the termination date, and (ii) the employer-portion of COBRA continuation benefits through the end of the letter agreement term, other than (1) Francis Leto, President and Chief Executive Officer of Bryn Mawr, who will terminate employment as of the closing, and (2) Jennifer Fox, whose letter agreement provides for employment for 36 months following the closing of the mergers and, if Ms. Fox is terminated without cause or resigns for good reason (as such terms are defined in the letter agreements) prior to the third anniversary of the closing, the letter agreement provides for severance benefits of (i) salary continuation for 18 months, (ii) the employer-portion of COBRA continuation benefits for 18 months, (iii) a pro-rated annual cash bonus for the year in which the termination occurs and (iv) accelerated vesting of an initial equity grant. Mr. Leto will be designated to serve as a member of the boards of directors of WSFS and WSFS Bank, which we refer to collectively as the WSFS boards. During the period that he serves as a member of the WSFS boards, Mr. Leto will receive such fees as are generally paid to other members of the WSFS boards. The letter agreement with Mr. Leto provides for an additional payment as consideration for certain restrictive covenants.
·WSFS has agreed to appoint Mr. Leto and two other members of the Bryn Mawr board of directors to the WSFS boards.
·The merger agreement provides Bryn Mawr’s directors and officers with rights to indemnification and continued coverage under directors’ and officers’ liability insurance policies.

These interests are described in more detail under the section entitled “The Mergers—Interests of Bryn Mawr’s Directors and Executive Officers in the Mergers.”

17
 

Management and Board of Directors of WSFS after the Mergers (page 108)

Pursuant to the merger agreement, at or prior to the time the mergers are completed, the number of directors constituting the full WSFS boards will increased by three and comprised of the current members of the WSFS boards prior to the consummation of the mergers and Francis Leto, who is the current President and Chief Executive Officer of Bryn Mawr and a member of the current Bryn Mawr board of directors, along with two other current members of the Bryn Mawr board of directors as mutually agreed by Bryn Mawr and WSFS. It is anticipated that, following the effective time, Rodger Levenson will be the Chairman, President and Chief Executive Officer of the combined company.

Regulatory Approvals Required for the Mergers (page 118)

The completion of the mergers is subject to prior receipt of certain approvals and consents required to be obtained from applicable governmental and regulatory authorities and providing of prior written notice in certain instances. These approvals include approvals from, among others, the Board of Governors of the Federal Reserve System, or the Federal Reserve, and the Office of the Comptroller of the Currency, or the OCC. To facilitate the mergers, Bryn Mawr Bank intends to convert from a Pennsylvania chartered bank to a national bank and then to a federal stock savings association shortly prior to mergers. Related to the charter conversions of Bryn Mawr Bank, Bryn Mawr intends to register as a savings and loan holding company and cease to be a bank holding company. Following these steps, Bryn Mawr will merge with and into WSFS and Bryn Mawr Bank will simultaneously merge with and into WSFS Bank. Bryn Mawr and WSFS plan to file all necessary applications and notifications to obtain the required regulatory approvals, consents and waivers.

The conversions of Bryn Mawr Bank into a national bank and then into a federal savings association require approvals from the OCC and, solely with respect to the conversion to a national bank, notices to the Federal Reserve and the Pennsylvania Department of Banking and Securities, or PDBS. The registration of Bryn Mawr as a savings and loan holding company requires the approval of the Federal Reserve under Home Owners’ Loan Act of 1933, as amended, which we refer to as HOLA. The merger of Bryn Mawr with and into WSFS requires the approval of the Federal Reserve under HOLA. The merger of Bryn Mawr Bank with and into WSFS Bank requires the approval of the OCC under the Bank Merger Act. WSFS’s acquisition of The Bryn Mawr Trust Company of Delaware requires the approval of the Delaware Office of the State Bank Commissioner, or DOSBC. Notifications and/or applications requesting approval may be submitted to various other federal and state regulatory authorities and self-regulatory organizations as well.

The U.S. Department of Justice, or the DOJ, has between 15- and 30-days following approval of the merger or the bank merger by the Federal Reserve and OCC, as applicable, to challenge the approval on antitrust grounds.

WSFS and Bryn Mawr are not aware of any material governmental approvals or actions that are required prior to the completion of the mergers and related transactions other than those described in this joint proxy statement/prospectus. If any additional governmental approvals or actions are required other than those described in this joint proxy statement/prospectus, Bryn Mawr and WSFS presently intend to seek those approvals or actions. However, Bryn Mawr and WSFS cannot assure you that any of these additional approvals or actions will be obtained

Accounting Treatment (page 119)

The mergers will be accounted for as an acquisition by WSFS using the acquisition method of accounting in accordance with FASB ASC Topic 805, “Business Combinations.” Accordingly, the assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of Bryn Mawr as of the date of acquisition will be recorded at their respective fair values. Any excess of the total consideration paid in connection with the merger over the net fair values is recorded as goodwill. Consolidated financial statements of WSFS issued after the date of acquisition would reflect these fair values and would not be restated retroactively to reflect the historical financial position or results of operations of Bryn Mawr.

18
 

Public Trading Markets (page 119)

WSFS common stock is listed on Nasdaq under the symbol “WSFS.” Bryn Mawr common stock is listed on Nasdaq under the symbol “BMTC.” Upon completion of the merger, Bryn Mawr common stock will be delisted from Nasdaq and thereafter will be deregistered under the Exchange Act. The WSFS common stock issuable in the merger will be listed on Nasdaq.

Appraisal and Dissenters’ Rights (page 119)

Under Delaware law, WSFS stockholders will not be entitled to exercise any appraisal or dissenters’ rights in connection with the merger. Under Pennsylvania law, Bryn Mawr shareholders will not be entitled to exercise any appraisal or dissenters’ rights in connection with the merger.

Litigation Related to the Mergers (page 119)

On April 21, 2021, a purported Bryn Mawr shareholder filed a lawsuit against Bryn Mawr, the members of the Bryn Mawr board of directors, and WSFS in the United States District Court for the District of Delaware, captioned Stein v. Bryn Mawr Corp., et al. (Case No. 1:99-mc-09999-UNA). The plaintiff generally alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete and misleading information concerning the merger and related matters to Bryn Mawr shareholders. The plaintiff seeks injunctive relief, rescissory and compensatory damages and an award of attorneys’ fees and expenses.

On April 27, 2021, another purported Bryn Mawr shareholder filed a lawsuit against Bryn Mawr, the members of the Bryn Mawr board of directors, and WSFS in the United States District Court for the District of Delaware, captioned Artis v. Bryn Mawr Corp., et al. (Case No. 1:21-cv-00588-UNA). The plaintiff generally alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete and misleading information concerning the merger and related matters to Bryn Mawr shareholders. The plaintiff seeks injunctive relief, declaratory relief, rescissory damages and an award of attorneys’ and experts’ fees and expenses.

On April 28, 2021, a purported WSFS stockholder filed a lawsuit against WSFS and the members of the WSFS board of directors in the United States District Court for the District of Delaware, captioned Karp v. WSFS Fin. Corp., et al. (Case No. 1:21-cv-00605-UNA). The plaintiff generally alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete and misleading information concerning the merger and related matters to WSFS stockholders. The plaintiff seeks injunctive relief, compensatory damages and an award of attorneys’ and experts’ fees and expenses.

On May 5, 2021, another purported WSFS stockholder filed a lawsuit against WSFS and the members of the WSFS board of directors in the United States District Court for the District of New Jersey, captioned Bushansky v. WSFS Fin. Corp., et al. (Case No. 1:21-cv-10789). The plaintiff generally alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete and misleading information concerning the merger and related matters to WSFS stockholders. The plaintiff seeks injunctive relief, compensatory damages and an award of attorneys’ and experts’ fees and expenses.

Agreement Not to Solicit Other Offers (page 132)

Bryn Mawr has agreed that it and its subsidiaries will not, and will cause their respective representatives not to, directly or indirectly:

·solicit, initiate, encourage (including by providing information or assistance), facilitate or induce any acquisition proposal (as defined in “The Merger Agreement—Agreement Not to Solicit Other Offers”);
19
 
·engage or participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any person any confidential or nonpublic information or data in connection with, or take any other action to facilitate any inquiries or the making of any offer or proposal that constitutes, or may reasonably be expected to lead to, an acquisition proposal, except to notify a person that has made or, to the knowledge of Bryn Mawr, is making inquiries with respect to, or is considering making, an acquisition proposal, of the existence of the non-solicitation obligations of the merger agreement;
·approve, agree to, accept, endorse or recommend any acquisition proposal;
·approve, agree to, accept, endorse or recommend, or propose to approve, agree to, accept, endorse or recommend any acquisition agreement (as defined in “The Merger Agreement—Agreement Not to Solicit Other Offers”) contemplating or otherwise relating to any acquisition transaction (as defined in “The Merger Agreement—Agreement Not to Solicit Other Offers”); or
·otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any person to do or seek to do any of the foregoing.

Notwithstanding Bryn Mawr’s non-solicitation obligations described above, if Bryn Mawr or any of its representatives receives an unsolicited written bona fide acquisition proposal by any person at any time prior to the requisite Bryn Mawr shareholder approval of the merger agreement, or the Bryn Mawr shareholder approval, that did not result from or arise in connection with a breach of its non-solicitation obligations, then Bryn Mawr and its representatives may, prior to (but not after) the Bryn Mawr special meeting, furnish information or data to and enter into discussions and negotiations with respect to such acquisition proposal if the Bryn Mawr board of directors (or any committee thereof) has (i) determined, in its good faith judgment (after consultation with its financial advisors and outside legal counsel) that such acquisition proposal constitutes, or would reasonably be expected to lead to a superior proposal (as defined in “The Merger Agreement—Agreement Not to Solicit Other Offers”) and that the failure to take such actions would reasonably likely cause it to violate its fiduciary duties under applicable law and (ii) obtained from such person an executed confidentiality agreement containing terms at least as restrictive with respect to such person as the terms of the confidentiality agreement is in each provision with respect to WSFS. However, Bryn Mawr may not terminate the merger agreement pursuant to these provisions and is required to call a stockholder meeting to consider and vote upon the mergers notwithstanding negotiations with such third parties.

Stockholder Meetings and Recommendation of WSFS and Bryn Mawr Boards of Directors (page 133)

Each of WSFS and Bryn Mawr have agreed to hold a meeting of its stockholders as promptly as reasonably practicable after this joint proxy statement/prospectus is declared effective for the purpose of obtaining the Bryn Mawr shareholder approval, in the case of Bryn Mawr shareholders, and obtaining the requisite WSFS stockholder approval of the merger agreement, or the WSFS stockholder approval, in the case of WSFS stockholders.

The board of directors of each of Bryn Mawr and WSFS have agreed to recommend to its stockholders the approval of the Bryn Mawr merger proposal, in the case of Bryn Mawr and the approval of the WSFS merger and share issuance proposal, in the case of WSFS, and to include such recommendations in this joint proxy statement/prospectus and to use its respective reasonable best efforts to obtain, in the case of Bryn Mawr, the Bryn Mawr shareholder approval and, in the case of WSFS, the WSFS stockholder approval. The board of directors of each of Bryn Mawr and WSFS and any committee thereof agreed to not (1) withhold, withdraw, qualify or modify (or publicly propose to withhold, withdraw, qualify or modify) such recommendation in any manner adverse to WSFS or Bryn Mawr, respectively, (2) fail to make such recommendation in this joint proxy statement/prospectus, or otherwise submit the merger agreement to its respective stockholders without recommendation or (3) take any action or make any public statement, filing or release inconsistent with such recommendation, or

20
 

submit their respective merger proposals to its stockholders without such recommendation, which we refer to as a change in recommendation. In addition, the Bryn Mawr board of directors and any committee thereof agreed to not (1) fail to publicly and without qualification (x) recommend against any acquisition proposal or (y) reaffirm such recommendation, in each case within ten business days (or such fewer number of days as remains prior to the Bryn Mawr special meeting) after an acquisition proposal is made public or any request by the other party to do so or (2) adopt, approve, recommend or endorse an acquisition proposal or publicly announce an intention to adopt, approve, recommend or endorse an acquisition proposal.

However, the Bryn Mawr board of directors may make a change in recommendation (including approving, endorsing or recommending any acquisition proposal), if Bryn Mawr has received a superior proposal (after giving effect to any revised offer from WSFS) and the Bryn Mawr board of directors has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be a violation of the directors’ fiduciary duties under applicable law; provided, that the Bryn Mawr board of directors may not make a change in recommendation unless:

·Bryn Mawr has complied in all material respects with its non-solicit obligations described above;
·Bryn Mawr gives WSFS at least five business days’ notice of its intention to make a change in recommendation and a reasonable description of the events or circumstances giving rise to its determination to take such action;
·during such five-business day period, Bryn Mawr has, and has caused its financial advisors and outside legal counsel to, consider and negotiate with WSFS (to the extent WSFS desires to so negotiate) in good faith regarding any proposals, adjustments or modifications to the terms and conditions of the merger agreement proposed by WSFS; and
·the Bryn Mawr board of directors has determined in good faith, after consultation with outside legal counsel and considering the results of such negotiations described above and giving effect to any proposals, amendments or modifications proposed by WSFS that such superior proposal remains a superior proposal and that the failure to make a change in recommendation would be a violation of the directors’ fiduciary duties under applicable law and, in which event, the Bryn Mawr board of directors may communicate the basis for its lack of recommendation to its shareholders to the extent required by law.

Any material amendment to any superior proposal will require a new determination and notice period.

In addition, the WSFS board of directors may make a change in recommendation, if the WSFS board of directors has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be a violation of the directors’ fiduciary duties under applicable law; provided, that the WSFS board of directors may not make a change in recommendation unless:

·WSFS gives Bryn Mawr at least five business days’ notice of its intention to make a change in recommendation and a reasonable description of the events or circumstances giving rise to its determination to take such action;
·during such five-business day period, WSFS has and has caused its financial advisors and outside legal counsel to, consider and negotiate with Bryn Mawr (to the extent Bryn Mawr desires to so negotiate) in good faith regarding any proposals, adjustments or modifications to the terms and conditions of the merger agreement proposed by Bryn Mawr; and
·the WSFS board of directors has determined in good faith, after consultation with outside legal counsel and considering the results of such negotiations described above and giving effect to any proposals,
21
 
 amendments or modifications proposed by Bryn Mawr, if any, that the failure to make a change in recommendation would be a violation of the directors’ fiduciary duties under applicable law and, in which event, the WSFS board of directors may communicate the basis for its lack of recommendation to its stockholders to the extent required by law.

Conditions to Consummation of the Mergers (page 135)

The respective obligation of each party to consummate the mergers is subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

·the approval of the Bryn Mawr merger proposal by the Bryn Mawr shareholders and the approval of the WSFS merger and share issuance proposal by the WSFS stockholders;
·the receipt of all requisite regulatory approvals;
·the absence of any law or order (whether temporary, preliminary or permanent) by any court or regulatory authority of competent jurisdiction prohibiting, restricting or making illegal the consummation of the transactions contemplated by the merger agreement (including the mergers);
·the effectiveness of the registration statement of which this joint proxy statement/prospectus is a part under the Securities Act and there being no stop order, action, suit, proceeding or investigation by the SEC to suspend the effectiveness of the registration statement; and
·the authorization of the listing on Nasdaq of WSFS common stock to be issued pursuant to the merger, subject to official notice of issuance.

Each party’s obligation to consummate the mergers is also subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

·the accuracy of the representations and warranties of the other party in the merger agreement as of the date of the merger agreement and as of the effective time, subject to the materiality standards provided in the merger agreement;
·the performance by the other party in all material respects of all obligations of such party required to be performed by it under the merger agreement at or prior to the effective time;
·the receipt of (1) a certificate from the other party to the effect that the two conditions described above have been satisfied and (2) certified copies of resolutions duly adopted by the other party’s board of directors and stockholders evidencing the taking of all corporate action necessary to authorize the execution, delivery and performance of the merger agreement, and the consummation of the transactions contemplated thereby, all in such reasonable detail as the other party and its counsel may request;
·in the case of WSFS, the receipt by WSFS of a written opinion of Covington & Burling in form reasonably satisfactory to WSFS to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code for federal income tax purposes;
·in the case of WSFS, the receipt of requisite regulatory approvals without the imposition of a burdensome condition; and
·in the case of Bryn Mawr, the receipt by Bryn Mawr of a written opinion of Squire Patton Boggs in form reasonably satisfactory to Bryn Mawr to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code for federal income tax purposes.
22
 

We cannot be certain when, or if, the conditions to the mergers will be satisfied or waived, or that the mergers will be completed in the fourth quarter of 2021 or at all. As of the date of this joint proxy statement/prospectus, we have no reason to believe that any of these conditions will not be satisfied.

Termination of the Merger Agreement (page 136)

The merger agreement may be terminated and the mergers abandoned at any time prior to the effective time (notwithstanding the approval of the merger agreement by Bryn Mawr shareholders or by WSFS stockholders) by mutual written agreement, or by either party in the following circumstances:

·any regulatory authority (1) denies a requisite regulatory approval and such denial is final, or has advised either party in writing or both parties orally that is will not grant (or intends to rescind or revoke a previously approved) requisite regulatory approval, (2) requests in writing that WSFS, WSFS Bank, Bryn Mawr, Bryn Mawr Bank, or any of their respective affiliates withdraw (other than for technical reasons), and not be permitted to resubmit within 60 days, any application with respect to any requisite regulatory approval, or (3) has issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the mergers, and such order, decree, ruling or other action is final and nonappealable, so long as such denial in (1), (2) or (2) is not materially caused by, or is not as a result of a failure of the terminating party to comply with its obligations under the merger agreement;
·the Bryn Mawr shareholders fail to vote their approval of the Bryn Mawr merger proposal, so long as such failure is not materially caused by, or a result of, a failure of the terminating party to comply with its obligations under the merger agreement, which we refer to as a no-vote termination;
·the WSFS stockholders fail to vote their approval of the WSFS merger and share issuance proposal, so long as such failure is not materially caused by, or a result of, a failure of the terminating party to comply with its obligations under the merger agreement;
·the mergers have not been consummated by March 9, 2022, which we refer to as the outside date, if the failure to consummate the transactions contemplated by the merger agreement on or before that date is not caused by the terminating party’s breach of such merger agreement, which we refer to as an outside date termination; or
·if there was a breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty ceases to be true) set forth in the merger agreement on the part of Bryn Mawr, in the case of a termination by WSFS, or WSFS, in the case of a termination by Bryn Mawr, which breach or failure to be true, either individually or in the aggregate with all other breaches by such party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the closing date, the failure of a WSFS or Bryn Mawr condition to closing, respectively, and is not cured within 45 days following written notice or by its nature or timing cannot be cured during such period; provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement, which we refer to as a breach termination.

In addition, WSFS may terminate the merger agreement if:

·the Bryn Mawr board of directors fails to recommend that the Bryn Mawr shareholders approve the Bryn Mawr merger proposal, effects a change in their recommendation, breaches its non-solicitation obligations with respect to acquisition proposals in any respect adverse to WSFS (other than unintentional, immaterial breaches that do not prejudice WSFS’s rights under the merger agreement) or fails to call, give notice of, convene or hold the Bryn Mawr special meeting; or
23
 
·if any regulatory authority grants a requisite regulatory approval but such requisite regulatory approval contains, results or would reasonably be expected to result in, the imposition of a burdensome condition.

In addition, Bryn Mawr may terminate the merger agreement if:

·the WSFS board of directors fails to recommend that the WSFS stockholders approve the WSFS merger and share issuance proposal, effects a change in their recommendation, or fails to call, give notice of, convene or hold the WSFS special meeting.

Termination Fee (page 137)

Bryn Mawr will pay WSFS a $37,725,000 termination fee if:

·(1) either Bryn Mawr or WSFS effects a no-vote termination or outside date termination (and the approval of the Bryn Mawr merger proposal has not been obtained), or (2) WSFS effects a breach termination and, in each case, prior to such termination, an acquisition proposal for Bryn Mawr has been made or an intention to make an acquisition proposal has been publicly announced, and, within 12 months of such termination, any acquisition proposal results in a definitive agreement or a completed transaction; or
·WSFS terminates the merger agreement because the Bryn Mawr board of directors fails to recommend that the Bryn Mawr shareholders approve the Bryn Mawr merger proposal, effects a change in their recommendation, breaches its non-solicitation obligations with respect to acquisition proposals in any respect adverse to WSFS (other than unintentional, immaterial breaches that do not prejudice WSFS’s rights under the merger agreement) or fails to call, give notice of, convene or hold the Bryn Mawr special meeting.

If Bryn Mawr fails to pay any termination fee payable when due, then Bryn Mawr must pay to WSFS its costs and expenses incurred (including attorneys’ fees) in connection with collecting such fee, together with interest on the amount of such fee at the “prime rate” (as announced by Citibank, N.A. or any successor thereto) in effect on the date on which such payment was required to be made, for the period commencing on the date such payment was due under the merger agreement until the date of payment.

Voting Agreements (page 138)

In connection with entering into the merger agreement, each member of the board of directors of Bryn Mawr and each executive officer of Bryn Mawr, in their capacities as Bryn Mawr shareholders, have entered into the voting agreements. The voting agreements require, among other things, that the shareholder party thereto vote all of his or her shares of Bryn Mawr common stock in favor of the merger and the other transactions contemplated by the merger agreement and against alternative transactions and not to, directly or indirectly, assign, sell, transfer or otherwise dispose of their shares of Bryn Mawr common stock, subject to certain exceptions.

Material U.S. Federal Income Tax Consequences of the Merger (page 140)

WSFS and Bryn Mawr intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the respective obligations of WSFS and Bryn Mawr to complete the merger that WSFS and Bryn Mawr each receive a legal opinion from Covington & Burling and Squire Patton Boggs, respectively, to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither WSFS nor Bryn Mawr currently intends to waive these conditions to the consummation of the mergers. In the event that WSFS and Bryn Mawr waive the condition to receive such tax opinion and the tax consequences of the merger materially change, then WSFS and Bryn Mawr will recirculate

24
 

appropriate soliciting materials and seek new approval of the merger from Bryn Mawr and WSFS stockholders. If the merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, then for U.S. federal income tax purposes a U.S. holder of Bryn Mawr common stock generally will not recognize any gain or loss upon surrendering its Bryn Mawr common stock. U.S. holders of Bryn Mawr common stock receiving cash in lieu of fractional shares of WSFS common stock will generally recognize gain or loss equal to the difference between the amount of cash received instead of a fractional share and the basis in its fractional share of WSFS common stock.

The U.S. federal income tax consequences described above may not apply to all holders of Bryn Mawr common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult an independent tax advisor for a full understanding of the particular tax consequences of the merger to you.

Comparison of Stockholders’ Rights (page 143)

Upon completion of the merger, the rights of former Bryn Mawr shareholders will be governed by the amended and restated certificate of incorporation, as amended, and bylaws of WSFS, which we refer to as the WSFS charter and the WSFS bylaws, respectively. WSFS is organized under Delaware law, while Bryn Mawr is organized under Pennsylvania law. The rights associated with Bryn Mawr common stock are different from the rights associated with WSFS common stock. Please see the section entitled “Comparison of Stockholders’ Rights” for a discussion of the different rights associated with WSFS common stock.

 

Risk Factors (page 46)

Before voting at the Bryn Mawr special meeting or the WSFS special meeting, you should carefully consider all of the information contained in or incorporated by reference into this joint proxy statement/prospectus, including the risk factors set forth in the section entitled “Risk Factors” and described in Bryn Mawr’s and WSFS’s Annual Reports on Form 10-K for the fiscal year ended on December 31, 2020, and other reports filed with the SEC, which are incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information.”

25
 

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF WSFS

The following table summarizes financial results achieved by WSFS for the periods and at the dates indicated and should be read in conjunction with WSFS’s consolidated financial statements and the notes to the consolidated financial statements contained in reports that WSFS has previously filed with the SEC. Historical financial information for WSFS can be found in its Annual Report on Form 10-K for the year ended December 31, 2020. Please see the section entitled “Where You Can Find More Information” for instructions on how to obtain the information that has been incorporated by reference. You should not assume the results of operations for past years indicate results for any future period.

WSFS FINANCIAL CORPORATION AND SUBSIDIARIES

(Dollars in thousands, except share and per share data)

 

   As of December 31, 
   2020(1)   2019   2018   2017   2016 
Total assets  $14,333,914   $12,256,302   $7,248,870   $6,999,540   $6,765,270 
Net loans and leases(2)(6)   8,993,476    8,508,336    4,889,237    4,807,373    4,499,157 
Investment securities(3)   2,640,798    2,078,515    1,355,029    998,685    958,266 
Other investments(4)   23,003    91,350    57,662    52,863    48,887 
Total deposits   11,856,664    9,586,857    5,640,431    5,247,604    4,738,438 
Borrowings(5)   27,013    323,672    534,389    772,624    1,048,386 
Trust preferred borrowings   67,011    67,011    67,011    67,011    67,011 
Senior debt   246,617    98,605    98,388    98,171    152,050 
Noncontrolling interest   (2,246)   (815)            
Stockholders’ equity of WSFS   1,791,726    1,850,306    820,920    724,345    687,336 
Number of banking offices   89    93    58    58    60 
                          
   For the Years Ended December 31, 
   2020(1)   2019   2018   2017   2016 
Interest income  $514,405   $521,092   $292,973   $254,726   $216,578 
Interest expense   48,450    76,144    46,499    33,455    22,833 
Net interest income   465,955    444,948    246,474    221,271    193,745 
Noninterest income   201,025    188,109    162,541    124,644    105,061 
Noninterest expense   368,844    413,127    225,047    226,461    188,666 
Provision for credit losses   153,180    25,560    13,170    10,964    12,986 
Income tax provision   31,636    46,452    36,055    58,246    33,074 
Net income   113,320    147,918    134,743    50,244    64,080 
Less: Net loss attributed to noncontrolling interest   (1,454)   (891)            
Net income allocable to WSFS  $114,774   $148,809   $134,743   $50,244   $64,080 
26
 
   As of December 31, 
   2020(1)   2019   2018   2017   2016 
Earnings per share allocable to common stockholders:                         
Basic  $2.27   $3.02   $4.27   $1.60   $2.12 
Diluted  $2.27   $3.00   $4.19   $1.56   $2.06 
Interest rate spread   3.77%   4.15%   3.87%   3.81%   3.79%
Net interest margin   3.96    4.44    4.09    3.95    3.88 
Efficiency ratio   55.21    65.13    54.84    64.91    62.52 
Noninterest income as a percentage of total revenue(7)   30.09    29.66    39.61    35.72    34.81 
Return on average assets   0.87    1.30    1.92    0.74    1.06 
Return on average equity   6.25    8.91    17.63    6.92    10.03 
Return on average tangible common equity(8)   9.68    13.48    23.72    9.73    12.84 
Average equity to average assets   13.96    14.56    10.90    10.64    10.57 
Tangible common equity to tangible assets(8)   8.96    10.97    8.99    7.87    7.55 
Ratio of nonperforming assets to total assets   0.42    0.32    0.66    0.84    0.60 
Ratio of allowance for loan losses to total gross loans and leases   2.51    0.56    0.81    0.84    0.89 
Ratio of allowances for loan losses to nonaccruing loans   546    208    132    111    174 
Ratio of net charge-offs to average gross loans and leases   0.09    0.22    0.29    0.22    0.25 

 

 
(1)Includes the impact of WSFS’s adoption of Current Expected Credit Loss method of accounting on January 1, 2020.
(2)Includes loans held for sale and reverse mortgage.
(3)Includes securities available for sale and held to maturity.
(4)Includes equity investments as well as interest bearing deposits in other banks and Federal Home Loan Banks, or FHLB, stock
(5)Borrowings consist of FHLB advances, federal funds purchased and other borrowed funds.
(6)Net of unearned income.
(7)Computed on a fully tax-equivalent basis.
(8)This is a measure based on certain additional financial measures other than generally accepted accounting principles, which we refer to as a non-GAAP financial measure. See “—Reconciliation of WSFS Non-GAAP Financial Measures.”
27
 

Reconciliation of WSFS Non-GAAP Financial Measures

WSFS’s accounting and reporting policies conform to United States generally accepted accounting principles, or GAAP, and the prevailing practices in the banking industry. However, WSFS also evaluates its performance based on certain additional financial measures which are discussed herein as being non-GAAP financial measures. These non-GAAP financial measures are presented in order to provide investors with a better understanding of WSFS’s performance when analyzing changes in WSFS’s underlying business between reporting periods and provide for greater transparency with respect to supplemental information used by WSFS’s management in its financial and operational decision making. WSFS believes the presentation of these non-GAAP financial measures, when used in conjunction with GAAP financial measures, is a useful financial analysis tool that can assist investors in assessing WSFS’s operating performance and underlying prospects.

WSFS classifies a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP, as in effect from time to time in the United States, in WSFS’s statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that WSFS discusses herein should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which WSFS calculates the non-GAAP financial measures may differ from that of other companies’ reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures WSFS discusses herein when comparing such non-GAAP financial measures.

The non-GAAP measures used by WSFS include the following:

·Tangible assets is defined as total assets less goodwill and intangible assets;
·Tangible common equity is defined as total stockholders’ equity less goodwill and intangible assets;
·Tangible common equity to tangible assets is a ratio that is determined by dividing tangible common equity by tangible assets;
·Average tangible common equity is defined as average stockholders’ equity less average goodwill and intangible assets; and
·Return on average tangible common equity is a ratio that is determined by dividing net tangible income by average tangible common equity.
28
 
   For the Years Ended December 31, 
(Dollars in thousands, except share and per share data)  2020   2019   2018   2017   2016 
Period End Tangible Assets                         
Period end assets  $14,333,914   $12,256,302   $7,248,870   $6,999,540   $6,765,270 
Less: Goodwill and intangible assets   557,386    568,745    186,023    188,444    191,247 
Tangible assets (non-GAAP)  $13,776,528   $11,687,557   $7,062,847   $6,811,096   $6,574,023 
Period End Tangible Common Equity                         
Period end Stockholder’s equity of WSFS  $1,791,726   $1,850,306   $820,920   $724,345   $687,336 
Less: Goodwill and intangible assets   557,386    568,745    186,023    188,444    191,247 
Tangible common equity (non-GAAP)  $1,234,340   $1,281,561   $634,897   $535,901   $496,089 
Tangible common equity to tangible assets (non-GAAP)   8.96%   10.97%   8.99%   7.87%   7.55%
Period End Tangible Income                         
GAAP net income attributable to WSFS  $114,774   $148,809   $134,743   $50,244   $64,080 
Tax effected amortization of intangible assets   8,481    7,373    2,164    1,915    1,587 
Net tangible income (non-GAAP)  $123,255   $156,182   $136,907   $52,159   $65,667 
Average Tangible Common Equity                         
Average stockholder’s equity  $1,836,115   $1,670,869   $764,489   $725,763   $638,624 
Less: Average goodwill and intangible assets   563,126    512,187    187,297    189,784    127,168 
Average tangible common equity (non-GAAP)  $1,272,989   $1,158,682   $577,192   $535,979   $511,456 
Return on average tangible common equity (non-GAAP)   9.68%   13.48%   23.72%   9.73%   12.84%
29
 

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF BRYN MAWR

The following table summarizes consolidated financial results achieved by Bryn Mawr for the periods and at the dates indicated and should be read in conjunction with Bryn Mawr’s consolidated financial statements and the notes to the consolidated financial statements contained in the reports that Bryn Mawr has previously filed with the SEC. Historical financial information for Bryn Mawr can be found in its Annual Report on Form 10-K for the year ended December 31, 2020. Please see the section entitled “Where You Can Find More Information” for instructions on how to obtain the information that has been incorporated by reference. You should not assume the results of operations for past years indicate results for any future period.

 

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

(Dollars in thousands, except share and per share data)

Earnings  As of or for the Year Ended December 31, 
   2020   2019   2018   2017   2016 
Interest income  $167,681   $193,389   $181,055   $129,559   $116,991 
Interest expense   23,894    45,748    31,584    14,432    10,755 
Net interest income   143,787    147,641    149,471    115,127    106,236 
Provision for credit losses   41,677    8,595    7,089    2,535    4,347 
Net interest income after provision for credit losses   102,110    139,046    142,382    112,592    101,889 
Noninterest income   81,971    82,184    75,982    59,132    53,968 
Noninterest expense   142,727    146,427    140,407    114,478    101,653 
Income before income taxes   41,354    74,803    77,957    57,246    54,204 
Income tax expense   8,856    15,607    14,165    34,230    18,168 
Net income  $32,498   $59,196   $63,792   $23,016   $36,036 
Net loss attributable to noncontrolling interest   (75)   (10)            
Net income attributable to Bryn Mawr Bank Corporation  $32,573   $59,206   $63,792   $23,016   $36,036 
Per Share Data                         
Weighted-average shares outstanding   19,970,921    20,142,306    20,234,792    17,150,125    16,859,623 
Dilutive potential common stock   71,424    91,065    155,375    248,798    168,499 
Adjusted weighted-average shares   20,042,345    20,233,371    20,390,167    17,398,923    17,028,122 
Earnings per common share:                         
Basic  $1.63   $2.94   $3.15   $1.34   $2.14 
Diluted   1.63    2.93    3.13    1.32    2.12 
Dividends paid or accrued   1.06    1.02    0.94    0.86    0.82 
Dividends paid or accrued per share to net income per basic common share   65.03%   34.7%   29.8%   64.2%   38.3%
Shares outstanding at year end   19,960,294    20,126,296    20,163,816    20,161,395    16,939,715 
Book value per share  $31.18   $30.42   $28.01   $26.19   $22.50 
Tangible book value per share(1)   21.22    20.36    17.75    16.02    15.11 
30
 
Earnings  As of or for the Year Ended December 31, 
   2020   2019   2018   2017   2016 
Profitability Ratios                         
Tax-equivalent net interest margin   3.16%   3.55%   3.80%   3.69%   3.76%
Return on average assets   0.64    1.26    1.47    0.67    1.16 
Return on average equity   5.32    10.05    11.78    5.76    9.75 
Noninterest expense to net interest income and noninterest income   63.2    63.7    62.3    65.7    63.5 
Noninterest income to net interest income and noninterest income   36.3    35.8    33.7    33.9    33.7 
Average equity to average total assets   12.00    12.57    12.44    11.69    11.90 
Financial Condition                         
Total assets  $5,432,022   $5,263,259   $4,652,485   $4,449,720   $3,421,530 
Total liabilities   4,809,700    4,651,032    4,087,781    3,921,601    3,040,403 
Total shareholders’ equity   622,322    612,227    564,704    528,119    381,127 
Interest-earning assets   4,917,783    4,763,072    4,216,888    4,039,763    3,153,015 
Portfolio loans and leases   3,628,411    3,689,313    3,427,154    3,285,858    2,535,425 
Investment securities   1,198,346    1,027,182    753,628    701,744    573,763 
Goodwill   184,012    184,012    184,012    179,889    104,765 
Intangible assets   15,564    19,131    23,455    25,966    20,405 
Deposits   4,376,254    3,842,245    3,599,087    3,373,798    2,579,675 
Borrowings   232,885    665,946    427,847    496,837    423,425 
Wealth assets under management, administration, supervision and brokerage   18,976,544    16,548,060    13,429,544    12,968,738    11,328,457 
Capital Ratios                         
Tier I leverage ratio (Tier I capital to total quarterly average assets)   9.04%   9.33%   9.06%   10.10%   8.73%
Tier I capital to risk weighted assets   11.86    11.42    10.92    10.42    10.51 
Total regulatory capital to risk weighted assets   15.55    14.69    14.30    13.92    12.35 
Asset quality                         
Allowance for credit losses as a percentage of portfolio loans and leases   1.48    0.61    0.57    0.53    0.69 
Non-performing loans and leases as a % of portfolio loans and leases   0.15    0.29    0.37    0.26    0.33 
                          
(1)This is a non-GAAP financial measure. See “—Reconciliation of Bryn Mawr Non-GAAP Financial Measures.”

31
 

Reconciliation of Bryn Mawr Non-GAAP Financial Measures

 

Bryn Mawr’s accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, Bryn Mawr also evaluates its performance based on certain additional financial measures that are discussed herein as being non-GAAP financial measures. These non-GAAP financial measures are presented in order to provide investors with a better understanding of Bryn Mawr’s performance when analyzing changes in Bryn Mawr’s underlying business between reporting periods and provide for greater transparency with respect to supplemental information used by Bryn Mawr’s management in its financial and operational decision making. Bryn Mawr believes the presentation of these non-GAAP financial measures, when used in conjunction with GAAP financial measures, is a useful financial analysis tool that can assist investors in assessing Bryn Mawr’s operating performance and underlying prospects.

Bryn Mawr classifies a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP, as in effect from time to time in the United States, in Bryn Mawr’s statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

 

The non-GAAP financial measures that Bryn Mawr discusses herein should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which Bryn Mawr calculates the non-GAAP financial measures may differ from that of other companies’ reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures Bryn Mawr discusses herein when comparing such non-GAAP financial measures. The non-GAAP measure used by Bryn Mawr herein is tangible book value per share, which is defined as total shareholders’ equity, excluding goodwill and intangible assets and non-controlling interest, divided by the number of shares of Bryn Mawr common stock outstanding.

                     
   As of or for the Year Ended December 31, 
(Dollars in thousands, except share and per share data)  2020   2019   2018   2017   2016 
Calculation of tangible book value per common share:                         
Total shareholders’ equity  $622,322   $612,227   $564,704   $528,119   $381,127 
Less: Noncontrolling interest   770    695    685    683     
Less: Goodwill and intangible assets   (199,576)   (203,143)   (207,467)   (205,855)   (125,170)
Net tangible equity (numerator) (non-GAAP)  $423,516   $409,779   $357,922   $322,947   $255,957 
                          
Shares outstanding, end of period (denominator)   19,960,294    20,126,296    20,163,816    20,161,395    16,939,715 
                          
Tangible book value per common share (non-GAAP)  $21.22   $20.36   $17.75   $16.02   $15.11 
32
 

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

The following unaudited pro forma combined condensed financial statements are based on the separate historical financial statements of WSFS and Bryn Mawr and give effect to the merger of WSFS and Bryn Mawr, including pro forma assumptions and adjustments related to the mergers, as described in the accompanying notes to the unaudited pro forma combined condensed financial statements.

A final determination of the fair values of Bryn Mawr’s assets and liabilities, which cannot be made prior to the completion of the mergers, will be based on the actual net tangible and intangible assets of Bryn Mawr that exist as of the closing date. Consequently, fair value adjustments and amounts preliminarily allocated to goodwill and identifiable intangibles could change significantly from those allocations used in the unaudited pro forma combined condensed financial statements presented herein and could result in a material change in amortization of acquired intangible assets. In addition, the value of the final merger consideration will be based on the closing price of WSFS common stock on the date the merger becomes effective. The closing price of WSFS common stock on April 9, 2021 was used for purposes of presenting the pro forma combined condensed financial information.

The unaudited pro forma combined condensed financial information has been prepared to give effect to the following:

·the acquisition of Bryn Mawr by WSFS under the provision of the Financial Accounting Standards Board (FASB) Accounting Standards Codification, ASC 805, Business Combinations where the assets and liabilities of Bryn Mawr will be recorded by WSFS at their respective fair values as of the date the merger is completed;
·the distribution of shares of WSFS common stock to Bryn Mawr’s shareholders in exchange for shares of Bryn Mawr common stock at an exchange ratio of 0.90;
·certain reclassifications to conform historical financial presentation of Bryn Mawr to WSFS; and
·transaction costs in connection with the mergers.

The actual amounts recorded as of the completion of the mergers may differ materially from the information presented in these unaudited pro forma combined condensed financial statements as a result of:

·changes in the trading price for WSFS common stock;
·net cash used or generated in WSFS’s or Bryn Mawr’s operations between the signing of the merger agreement and completion of the mergers;
·changes in the fair values of WSFS’s or Bryn Mawr’s assets and liabilities;
·other changes in WSFS’s or Bryn Mawr’s net assets that occur prior to the completion of the mergers, which could cause material changes in the information presented below; and
·the actual financial results of the combined company.
33
 

The unaudited pro forma combined condensed financial statements are presented for illustrative purposes only. The unaudited pro forma combined condensed financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the mergers been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma combined condensed financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined condensed financial statements should be read together with:

·the accompanying notes to the unaudited pro forma combined condensed financial statements;
·WSFS’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2020, included in WSFS’s Annual Report on Form 10-K for the year ended December 31, 2020, incorporated by reference herein;
·Bryn Mawr’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2020, included in Bryn Mawr’s Annual Report on Form 10-K for the year ended December 31, 2020, incorporated by reference herein; and
·other information pertaining to WSFS and Bryn Mawr contained in or incorporated by reference into this document. Please see the sections entitled “Selected Historical Consolidated Financial Data of WSFS” and “Selected Historical Consolidated Financial Data of Bryn Mawr.”
34
 

WSFS FINANCIAL CORPORATION/BRYN MAWR BANK CORPORATION

UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET

(In thousands)

   As of December 31, 2020 
         Pro Forma Adjustments    
   WSFS
(as reported)
   Bryn Mawr
(as reported)
   Transaction
Accounting
Adjustments
   Notes   Pro Forma
Combined
 
ASSETS                         
Cash, cash equivalents and restricted cash  $1,654,735   $96,313   $(140,461)   (A)   $1,610,587 
Investment securities   2,640,798    1,198,346             3,839,144 
Net loans and leases   8,993,476    3,580,702    (13,116)   (B)    12,561,062 
Premises and equipment   96,556    56,662    23,963    (C)    177,181 
Goodwill   472,828    184,012    238,554    (D)    895,394 
Intangible assets   84,558    15,564    57,072    (E)    157,194 
Other assets   390,963    300,423    23,708    (F)    715,094 
Total assets  $14,333,914   $5,432,022   $189,720        $19,955,656 
LIABILITIES AND STOCKHOLDERS’ EQUITY                     
Liabilities:                         
Deposits:                         
Noninterest-bearing  $3,415,021   $1,401,843   $        $4,816,864 
Interest-bearing   8,441,643    2,974,411    3,254    (G)    11,419,308 
Total deposits   11,856,664    4,376,254    3,254         16,236,172 
Borrowed funds   340,641    232,885    11,049    (H)    584,575 
Other liabilities   347,129    200,561             547,690 
Total liabilities   12,544,434    4,809,700    14,303         17,368,437 
Stockholders’ equity:                         
Common stock   576    24,714    (24,532)   (I)    758 
Capital in excess of par value   1,053,022    381,653    541,440    (J)    1,976,115 
Accumulated other comprehensive income   56,007    8,948    (8,948)   (K)    56,007 
Retained earnings   977,414    296,941    (421,707)   (L)    852,648 
Treasury stock   (295,293)   (89,164)   89,164    (M)    (295,293)
Noncontrolling interest   (2,246)   (770)            (3,016)
Total stockholders’ equity   1,789,480    622,322    175,417         2,587,219 
Total liabilities and stockholders’ equity  $14,333,914   $5,432,022   $189,720        $19,955,656 
35
 

WSFS FINANCIAL CORPORATION/BRYN MAWR BANK CORPORATION

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME

(In thousands, except per share information)

 

   For the Year Ended December 31, 2020 
         Pro Forma Adjustments    
   WSFS
(as reported)
   Bryn Mawr
(as reported)
   Transaction
Accounting
Adjustments
   Notes   Pro Forma
Combined
 
Interest income:                         
Interest and fees on loans and leases  $460,394   $155,916   $(3,481)   (A)   $612,829 
Interest on investment securities   52,996    11,470             64,466 
Other interest income   1,015    295             1,310 
Total interest income   514,405    167,681    (3,481)        678,605 
Interest expense:                         
Interest on deposits   39,262    16,971    (759)   (B)    55,474 
Interest on borrowed funds   9,188    6,923    (867)   (C)    15,244 
Total interest expense   48,450    23,894    (1,626)        70,718 
Net interest income   465,955    143,787    (1,855)        607,887 
Provision for credit losses   153,180    39,963    41,801    (D)    234,944 
Net interest income after provision for credit losses   312,775    103,824    (43,656)        372,943 
Noninterest income:                         
Credit/debit card and ATM income   35,014    2,864             37,878 
Investment management and fiduciary income   48,979    44,532             93,511 
Deposit service charges   19,999    2,868             22,867 
Other income   97,033    31,707             128,740 
Total noninterest income   201,025    81,971             282,996 
Noninterest expense:                         
Salaries, benefits and other compensation   194,317    81,451             275,768 
Occupancy expense   32,105    12,727    2,964    (E)    47,796 
Other operating expense   142,422    50,263    117,079    (F)    309,764 
Total noninterest expense   368,844    144,441    120,043         633,328 
Income before taxes   144,956    41,354    (163,699)        22,611 
Income tax provision (benefit)   31,636    8,856    (40,597)   (G)    (105)
Net income   113,320    32,498    (123,102)        22,716 
Less: Net loss attributable to noncontrolling interest   (1,454)   (75)            (1,529)
Net income attributable to WSFS  $114,774   $32,573   $(123,102)       $24,245 
Basic earnings per share  $2.27                  $0.35 
Diluted earnings per share  $2.27                  $0.35 
Weighted-average shares outstanding for basic earnings per share   50,509,900    19,970,921    17,973,829    (H)    68,483,729 
Weighted-average shares outstanding for diluted earnings per share   50,546,497    20,042,345    18,038,111    (H)    68,584,608 
36
 

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

Note 1. Basis of Presentation

The following unaudited pro forma combined condensed financial statements are based on the separate historical financial statements of WSFS and Bryn Mawr and give effect to the merger of WSFS and Bryn Mawr, including pro forma assumptions and adjustments related to the mergers, as described in the accompanying notes to the unaudited pro forma combined condensed financial statements. The unaudited pro forma combined condensed balance sheet as of December 31, 2020 is presented as if the mergers occurred on December 31, 2020. The unaudited pro forma combined condensed statements of income for the year ended December 31, 2020 are presented as if the mergers occurred on January 1, 2020. The historical consolidated financial information has been adjusted on a pro forma basis to reflect factually supportable items that are directly attributable to the mergers and, with respect to the statements of earnings only, expected to have a continuing impact on consolidated results of operations.

The unaudited pro forma combined condensed financial statements have been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the SEC on May 21, 2020, which requires the depiction of the accounting for the transaction, which we refer to as transaction accounting adjustments, and presentation of the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur, which we refer to as management’s adjustments. WSFS has elected not to present management’s adjustments and will only be presenting transaction accounting adjustments in the following unaudited pro forma condensed combined financial information. During the preparation of the unaudited pro forma condensed combined financial information, management performed a preliminary analysis of Bryn Mawr’s financial information to identify differences in accounting policies and differences in balance sheet and income statement presentation as compared to the presentation of WSFS. At the time of preparing the unaudited pro forma condensed combined financial information, WSFS had not identified all adjustments necessary to conform Bryn Mawr’s accounting policies to WSFS’s accounting policies. Certain reclassifications have been made to the historical financial statements of Bryn Mawr to conform to the presentation in WSFS’s financial statements. These adjustments represent WSFS’s best estimates based upon the information currently available and could be subject to change once more detailed information is available.

37
 

Note 2. Preliminary Purchase Price Allocation

The following table summarizes the determination of the purchase price consideration:

(Dollars in thousands, except per share data)     
Shares of Bryn Mawr as of December 31, 2020   20,225,051 
Exchange ratio   0.90 
Price per share of WSFS common stock on April 9, 2021  $50.68 
Preliminary purchase price  $922,505 
Assets of acquired bank (Bryn Mawr):     
Cash and cash equivalents  $96,313 
Investment securities   1,198,346 
Loans and leases, net   3,609,387 
Premises and equipment   67,162 
Intangible assets   72,636 
Other assets   280,098 
Total assets acquired   5,323,942 
Liabilities of acquired bank (Bryn Mawr):     
Deposits   4,379,508 
Other borrowed funds   243,934 
Other liabilities   200,561 
Total liabilities assumed   4,824,003 
Net assets acquired   499,939 
Preliminary pro forma goodwill  $422,566 

The following table depicts the sensitivity of the purchase price and resulting goodwill to changes in the price of WSFS common stock at a price of $50.68 as of April 9, 2021:

Share Price Sensitivity (unaudited, dollars in thousands)
   Purchase Price   Estimated Goodwill 
Increase of 20%  $1,107,006   $607,067 
Increase of 10%   1,014,756    514,817 
As presented in pro forma   922,505    422,566 
Decrease of 10%   830,255    330,316 
Decrease of 20%   738,004    238,065 

 

Note 3. Pro Forma Adjustments to the Unaudited Condensed Combined Balance Sheets

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. All taxable adjustments were calculated using a 24.8% tax rate, which represents the blended statutory rate, to arrive at deferred tax asset or liability adjustments. All adjustments are based on preliminary assumptions and valuations, which are subject to change.

38
 
(A)Adjustments to cash, cash equivalents and restricted cash to reflect estimated transaction costs. The adjustments include the following:
(Dollars in thousands)  December 31, 2020 
WSFS’s estimated transaction costs comprised of merger costs, which include professional fees of $23.7 million and investment banker fees of $5.7 million, restructuring costs of $85.6 million, which includes severance payments and contract termination costs, and capitalized transaction costs of $13.5 million.  $(128,461)
Bryn Mawr’s estimated transaction costs comprised of investment banker fees of $10.0 million, professional fees of $1.0 million and other transaction costs of $1.0 million.   (12,000)
   $(140,461)

 

(B)Adjustments to loans and leases, net reflect fair value adjustments, which includes lifetime credit loss expectations, current interest rates and liquidity. The adjustments include the following:
(Dollars in thousands)  December 31, 2020 
Adjustments to gross loans and leases:     
Reversal of Bryn Mawr’s historical loan and lease fair value adjustments  $6,288 
Estimate of lifetime credit mark   (72,358)
Estimate of fair value related to current interest rates and liquidity   41,046 
Gross up of acquired purchased credit deteriorated loans and leases for allowance for credit losses   30,557 
    5,533 
Adjustments to allowance for credit losses:     
Reversal of Bryn Mawr’s allowance for credit losses   53,709 
Establishment of allowance for credit losses reserve equal to credit mark   (72,358)
    (18,649)
Total adjustments for loans and leases, net  $(13,116)
(C)Adjustments to premises and equipment to reflect $13.5 million of capitalized assets from transaction costs and $10.5 million estimated fair value of acquired property and equipment. The average life of the capitalized assets from transaction costs and acquired property and equipment will be 8 and 30 years, respectively.
(D)Adjustments to eliminate historical Bryn Mawr goodwill of $184.0 million and reflect $422.6 million of goodwill for amount of consideration paid in excess of fair value of asset received and liabilities assumed.
(E)Adjustments to intangible assets reflect the following:
(Dollars in thousands)  December 31, 2020 
Reversal of Bryn Mawr’s historical intangible assets  $(15,564)
      
Estimated customer relationships expected to amortize over 15 years using the straight-line method   67,500 
Estimated core deposit intangible expected to amortize over 10 years using the sum-of-the-years-digits method   5,136 
   $57,072 
39
 
(F)Adjustment to other assets reflect the following:
(Dollars in thousands)  December 31, 2020 
To reflect WSFS’s current tax recoverable from estimated transaction costs which is comprised of estimated non-facilitative transaction costs and a deductible success-based investment banker fee using the 70% safe harbor election multiplied by a tax rate of 24.8%  $31,434 
      
To reflect Bryn Mawr ’s current tax recoverable from estimated transaction costs which is comprised of estimated non-facilitative transaction costs and a deductible success-based investment banker fee using the 70% safe harbor election multiplied by a tax rate of 24.8%   2,232 
To reflect fair market adjustment on deferred tax accounts   (9,958)
   $23,708 
(G)Adjustment to interest-bearing deposits to eliminate Bryn Mawr’s historical deposit premium of $0.2 million and reflect an estimated premium of $3.5 million on acquired certificates of deposits.
(H)Adjustment to borrowed funds to eliminate Bryn Mawr’s historical long-term borrowings discount of $3.9 million and to reflect an estimated premium of $7.1 million on acquired long-term borrowings.
(I)Adjustments to common stock to eliminate Bryn Mawr common stock of $24.7 million and record the issuance of WSFS common stock to Bryn Mawr shareholders of $0.2 million par value.
(J)Adjustments to capital in excess of par value to eliminate Bryn Mawr’s capital surplus (less noncontrolling interest) of $380.9 million and record the issuance of WSFS capital in excess of par value to Bryn Mawr shareholders of $922.3 million.
(K)Adjustment to eliminate Bryn Mawr’s accumulated other comprehensive income of $8.9 million.
(L)Adjustments to retained earnings.
(Dollars in thousands)  December 31, 2020 
To eliminate Bryn Mawr’s retained earnings  $(296,941)
To reflect WSFS’s estimated transaction costs, net of tax   (83,564)
To reflect Bryn Mawr’s estimated transaction costs, net of tax   (9,768)
To reflect allowance for credit losses provision impact, net of tax   (31,434)
   $(421,707)
(M)Adjustment to eliminate Bryn Mawr’s treasury stock of $89.2 million.

Note 4. Pro Forma Adjustments to the Unaudited Condensed Combined Income Statements

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. All taxable adjustments were calculated using a 24.8% tax rate, which represents the blended statutory rate, to arrive at deferred tax asset or liability adjustments. All adjustments are based on preliminary assumptions and valuations, which are subject to change.

40
 
(A)Adjustments to interest income of $3.6 million for the year ended December 31, 2020 to eliminate Bryn Mawr’s discount accretion on previously acquired loans and leases and record the estimated accretion of $0.2 million for the net discount on acquired loans and leases.
(B)Adjustment to reflect interest expense on deposits for the year ended December 31, 2020 to eliminate Bryn Mawr’s premium amortization of $0.4 million on previously acquired deposits and to record the estimated amortization of $1.2 million for the premium on acquired interest-bearing deposits.
(C)Adjustment to reflect interest expense on borrowings for the year ended December 31, 2020 to eliminate Bryn Mawr’s discount accretion of $0.3 million on previously acquired borrowings and to record the estimated amortization of $0.5 million for the premium on acquired long-term debt.
(D)Adjustment to record provision expense on Bryn Mawr’s non-purchased credit deteriorated loans of $41.8 million.
(E)Adjustments to occupancy expense to record estimated depreciation expense of $0.4 million for acquired real estate and $2.6 million for capitalized transaction costs.
(F)Adjustments to other operating expense includes the following:
(Dollars in thousands)  December 31, 2020 
Reversal of Bryn Mawr’s intangible amortization expense  $(5,391)
Record estimated intangible amortization expense   5,472 
Record WSFS’s estimated transaction costs   114,998 
Commitment to WSFS Community Foundation   2,000 
   $117,079 
(G)Adjustment to income tax expense to record the income tax effects of pro forma adjustments at the estimated combined statutory federal and state rate at 24.8%.
(H)Adjustments to weighted-average shares of WSFS common stock outstanding to eliminate weighted-average shares of Bryn Mawr common stock outstanding and record shares of WSFS common stock outstanding, calculated using an exchange ratio of 0.90 per share for all shares.
41
 

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

The following table shows per common share data regarding basic and diluted earnings, cash dividends and book value for (a) WSFS on a historical basis, (b) Bryn Mawr on a historical basis, (c) WSFS and Bryn Mawr on a pro forma combined basis and (d) Bryn Mawr on a pro forma equivalent basis.

The following pro forma information has been derived from and should be read in conjunction with WSFS’s and Bryn Mawr’s respective audited consolidated financial statements for the year ended December 31, 2020, each of which is incorporated herein by reference. This information is presented for illustrative purposes only. You should not rely on the pro forma combined or pro forma equivalent amounts as they are not necessarily indicative of the operating results or financial position that would have occurred if the merger had been completed as of the dates indicated, nor are they necessarily indicative of the future operating results or financial position of the combined company. The pro forma information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of restructuring and merger-related costs (except merger-related costs that are reflected in the unaudited pro forma combined condensed balance sheet included elsewhere herein), or other factors that may result as a consequence of the merger and, accordingly, does not attempt to predict or suggest future results. The information below should be read in conjunction with the section entitled “Unaudited Pro Forma Combined Condensed Financial Statements.”

   WSFS   Bryn Mawr   Pro Forma   Pro Forma 
   Historical   Historical   Combined   Per Equivalent
Bryn Mawr
Share(1)
 
For the 12 months ended December 31, 2020:                    
Basic earnings per share  $2.27   $1.63   $0.35   $0.32 
Diluted earnings per share   2.27    1.63    0.35    0.32 
Cash dividend per share(2)   0.48    1.06    0.48    0.43 
Book value per common share as of December 31, 2020   37.52    31.18    39.37    35.43 
(1)Calculated by multiplying the amounts under the “Pro Forma Combined” column by the exchange ratio of 0.90.
(2)Pro forma combined cash dividends are based only upon WSFS’s historical amounts.
42
 

COMPARATIVE MARKET PRICE AND DIVIDEND INFORMATION

WSFS common stock trades on Nasdaq under the symbol “WSFS.” Bryn Mawr common stock trades on Nasdaq under the symbol “BMTC.” As of May 3, 2021, there were approximately 3,349 registered WSFS stockholders and approximately 777 registered Bryn Mawr shareholders.

 

After the merger, WSFS currently expects to pay (when, as and if declared by the WSFS board of directors) regular quarterly cash dividends of $0.13 per share. While WSFS currently pays dividends on WSFS common stock, there is no assurance that it will continue to pay dividends in the future. Future dividends on WSFS common stock will depend upon its earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, its ability to service any equity or debt obligations senior to the common stock and other factors deemed relevant by the WSFS board of directors. There are also regulatory requirements related to WSFS’s ability to pay dividends.

During the third and fourth quarters of 2020, Bryn Mawr declared and paid quarterly cash dividends of $0.27 per share. Bryn Mawr currently expects that it will continue to pay comparable quarterly cash dividends for the foreseeable future or until the completion of the mergers. The merger agreement prohibits Bryn Mawr from declaring regular quarterly cash dividends at a rate in excess of $0.27 per share, increasing to $0.28 per share beginning in the third quarter of 2021. The Bryn Mawr board of directors will consider Bryn Mawr’s financial condition and level of net income, future prospects, economic condition, industry practices and other factors in determining whether to pay dividends in the future and the amount of such dividends. There are also regulatory requirements related to Bryn Mawr’s ability to pay dividends.

The following table sets forth the closing sale prices per share of WSFS common stock and Bryn Mawr common stock on March 9, 2021, the last trading day before the public announcement of the signing of the merger agreement, and on May 3, 2021, the latest practicable trading day before the printing date of this joint proxy statement/prospectus. The table also shows the implied value of the merger consideration payable for each share of Bryn Mawr common stock on March 9, 2021 and on May 3, 2021, the latest practicable trading day before the printing date of this joint proxy statement/prospectus, determined by multiplying the closing price of the WSFS common stock on such dates by the exchange ratio of 0.90.

 

   WSFS
Common
Stock
   Bryn Mawr
Common
Stock
   Implied Value
of Merger
Consideration
 
March 9, 2021  $53.94   $42.50   $48.55 
May 3, 2021  $51.27   $46.03   $46.14 
43
 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus 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 the mergers to have on the combined company’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.

In addition to factors previously disclosed in WSFS’s and Bryn Mawr’s reports filed with the SEC, and those identified elsewhere in this filing (including the section entitled “Risk Factors”), the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance.

·the possibility that the mergers do 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;
·failure to close or delay in closing the mergers;
·difficulties and delays in integrating the WSFS and Bryn Mawr businesses successfully;
·the possibility that the cost savings, any synergies or other anticipated benefits from the mergers may not be fully realized or may take longer to realize than expected;
·disruption from the proposed mergers 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;
·changes in WSFS’s or Bryn Mawr’s stock price before the closing, including as a result of the financial performance of WSFS or Bryn Mawr prior to the closing;
·the reaction to the mergers of the companies’ customers, employees and counterparties;
·the potential dilutive effect of the shares of WSFS common stock to be issued in the merger;
·the ability to recruit and retain executive officers and key employees and their customer and community relationships, whether as a result of the mergers or otherwise;
·the sufficiency of the assumptions and estimates WSFS or Bryn Mawr make in establishing reserves for potential loan losses;
44
 
·future financial and operating results of WSFS, Bryn Mawr or the combined company following the completion of the mergers;
·the impact of the COVID-19 pandemic on WSFS’s and/or Bryn Mawr’s businesses, the ability to complete the mergers and/or any of the other foregoing risks; and
·other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.

We refer you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Annual Report on Form 10-K filed by WSFS for the year ended December 31, 2020, the Annual Report on Form 10-K filed by Bryn Mawr 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 with the SEC and are available on the SEC’s website at www.sec.gov. All forward-looking statements, expressed or implied, included in this joint proxy statement/prospectus 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 required by law.

45
 

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this document, including the matters addressed under the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” and the matters discussed in 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 with the SEC, WSFS stockholders and Bryn Mawr shareholders should carefully consider the following factors in deciding whether to vote for each company’s respective proposals. Please also see the section entitled “Where You Can Find More Information.”

Risks Relating to the Mergers

Because the market price of WSFS common stock will fluctuate, the value of the merger consideration to be received by Bryn Mawr shareholders may change.

Pursuant to the merger agreement, upon completion of the merger, each outstanding share of Bryn Mawr common stock, except for certain shares of Bryn Mawr common stock owned by Bryn Mawr or WSFS, will be converted into the right to receive 0.90 of a share of WSFS common stock. The closing price of WSFS common stock on the date that the merger is completed may vary from the closing price of WSFS common stock on the date WSFS and Bryn Mawr announced the signing of the merger agreement, the date that this document is being mailed to each of the WSFS and Bryn Mawr stockholders and the date of the special meetings of WSFS and Bryn Mawr stockholders. Because the merger consideration is determined by a fixed exchange ratio, at the time of the Bryn Mawr special meeting, Bryn Mawr shareholders will not know or be able to calculate the value of the WSFS common stock they will receive upon completion of the merger. Any change in the market price of WSFS common stock prior to completion of the merger may affect the value of the merger consideration that Bryn Mawr shareholders will receive upon completion of the merger. Stock price changes may result from a variety of factors, including general market and economic conditions, impacts and disruptions resulting from the ongoing COVID-19 pandemic, changes in our respective businesses, operations and prospects, and regulatory considerations, among other things. Many of these factors are beyond the control of WSFS and Bryn Mawr. Bryn Mawr shareholders should obtain current market quotations for shares of WSFS common stock and Bryn Mawr common stock before voting their shares at the Bryn Mawr special meeting.

There will be no adjustment to the merger consideration based upon changes in the market price of WSFS common stock or Bryn Mawr common stock prior to the time the mergers are completed. In addition, the merger agreement cannot be terminated due to a change in the price of WSFS common stock.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Before the transactions contemplated by the merger agreement, including the mergers, may be completed, various approvals must be obtained from bank regulatory authorities. In determining whether to grant these approvals, the applicable regulatory authorities consider a variety of factors, including the competitive impact of the proposal in the relevant geographic markets; financial, managerial and other supervisory considerations of each party; convenience and needs of the communities to be served and the record of the insured depository institution subsidiaries under the Community Reinvestment Act of 1977 and the regulations promulgated thereunder, or the Community Reinvestment Act; effectiveness of the parties in combating money laundering activities; and the extent to which the proposal would result in greater or more concentrated risks to the stability of the United States banking or financial system. These regulatory authorities may impose conditions on the granting of such approvals. Such conditions or changes and the process of obtaining regulatory approvals

46
 

could have the effect of delaying completion of the mergers or of imposing additional costs or limitations on the combined company following the mergers. The regulatory approvals may not be received at all, may not be received in a timely fashion, or may contain conditions on the completion of the mergers that are not anticipated or cannot be met. Furthermore, such conditions or changes may constitute a burdensome condition that may allow WSFS to terminate the merger agreement and WSFS may exercise its right to terminate the merger agreement. If the consummation of the mergers is delayed, including by a delay in receipt of necessary regulatory approvals, the business, financial condition and results of operations of each company may also be materially and adversely affected. See the section entitled “The Mergers—Regulatory Approvals Required for the Mergers.”

Failure of the mergers to be completed, the termination of the merger agreement or a significant delay in the consummation of the mergers could negatively impact WSFS and Bryn Mawr.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the mergers. Please see the section entitled “The Merger Agreement—Conditions to Consummation of the Mergers.” These conditions to the consummation of the mergers may not be fulfilled and, accordingly, the mergers may not be completed. In addition, if the mergers are not completed by March 9, 2022, either WSFS or Bryn Mawr may choose to terminate the merger agreement at any time after that date if the failure to consummate the transactions contemplated by the merger agreement is not caused by any breach of the merger agreement by the party electing to terminate the merger agreement, before or after stockholder approval.

 

If the mergers are not consummated, the ongoing business, financial condition and results of operations of each party may be materially adversely affected and the market price of each party’s common stock may decline significantly, particularly to the extent that the current market price reflects a market assumption that the mergers will be consummated. If the consummation of the mergers are delayed, including by the receipt of a competing acquisition proposal, the business, financial condition and results of operations of each company may be materially adversely affected.

In addition, each party has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. If the mergers are not completed, the parties would have to recognize these expenses without realizing the expected benefits of the mergers. Any of the foregoing, or other risks arising in connection with the failure of or delay in consummating the mergers, including the diversion of management attention from pursuing other opportunities and the constraints in the merger agreement on the ability to make significant changes to each party’s ongoing business during the pendency of the mergers, could have a material adverse effect on each party’s business, financial condition and results of operations.

Additionally, WSFS’s or Bryn Mawr’s business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the mergers, without realizing any of the anticipated benefits of completing the mergers, and the market price of WSFS common stock or Bryn Mawr common stock might decline to the extent that the current market price reflects a market assumption that the mergers will be completed. If the merger agreement is terminated and a party’s board of directors seeks another merger or business combination, such party’s stockholders cannot be certain that such party will be able to find a party willing to engage in a transaction on more attractive terms than the mergers.

 

Some of the conditions to the mergers may be waived by Bryn Mawr or WSFS without resoliciting stockholder adoption and approval of the merger agreement.

Some of the conditions to the mergers set forth in the merger agreement may be waived by Bryn Mawr or WSFS, subject to the agreement of the other party in specific cases. See the section entitled “The Merger Agreement—Conditions to Consummation of the Mergers.” If any such conditions are waived, Bryn Mawr and WSFS will evaluate whether an amendment of this joint proxy statement/prospectus and resolicitation of proxies

47
 

is warranted. In the event that the Bryn Mawr board of directors or the WSFS board of directors, as applicable, determines that resolicitation of stockholders is not warranted, Bryn Mawr and WSFS will have the discretion to complete the mergers without seeking further Bryn Mawr and WSFS stockholder approval.

WSFS and Bryn Mawr will be subject to business uncertainties and contractual restrictions while the mergers are pending.

Uncertainty about the effect of the mergers on employees, customers (including depositors and borrowers), suppliers and vendors may have an adverse effect on the business, financial condition and results of operations of Bryn Mawr and WSFS. These uncertainties may impair WSFS’s or Bryn Mawr’s ability to attract, retain and motivate key personnel and customers (including depositors and borrowers) pending the consummation of the mergers, as such personnel and customers may experience uncertainty about their future roles and relationships following the consummation of the mergers. Additionally, these uncertainties could cause customers (including depositors and borrowers), suppliers, vendors and others who deal with Bryn Mawr and/or WSFS to seek to change existing business relationships with Bryn Mawr and/or WSFS or fail to extend an existing relationship with Bryn Mawr and/or WSFS. In addition, competitors may target each party’s existing customers by highlighting potential uncertainties and integration difficulties that may result from the mergers.

The pursuit of the mergers and the preparation for the integration may place a burden on each company’s management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could have a material adverse effect on each company’s business, financial condition and results of operations.

In addition, the merger agreement restricts each party from taking certain actions without the other party’s consent while the mergers are pending. These restrictions could have a material adverse effect on each party’s business, financial condition and results of operations. Please see the section entitled “The Merger Agreement—Covenants and Agreements—Conduct of Business Prior to the Effective Time” for a description of the restrictive covenants applicable to Bryn Mawr and WSFS.

Bryn Mawr’s directors and executive officers have interests in the mergers that may be different from the interests of other Bryn Mawr shareholders.

Bryn Mawr’s directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of the Bryn Mawr shareholders generally. The Bryn Mawr board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement and in determining to recommend to the Bryn Mawr shareholders that they vote to approve the Bryn Mawr merger proposal. These interests are described in more detail under the section entitled “The Mergers—Interests of Bryn Mawr’s Directors and Executive Officers in the Mergers.”

 

Shares of WSFS common stock to be received by Bryn Mawr shareholders as a result of the merger will have rights different from the shares of Bryn Mawr common stock.

The rights of Bryn Mawr shareholders are currently governed by the amended and restated articles of incorporation of Bryn Mawr, which we refer to as the Bryn Mawr charter, and the amended and restated bylaws of Bryn Mawr, which we refer to as the Bryn Mawr bylaws. Upon completion of the merger, the rights of former Bryn Mawr shareholders will be governed by the WSFS charter and the WSFS bylaws. WSFS is organized under Delaware law, while Bryn Mawr is organized under Pennsylvania law. The rights associated with Bryn Mawr common stock are different from the rights associated with WSFS common stock. Please see the section entitled “Comparison of Stockholders’ Rights” for a discussion of the different rights associated with WSFS common stock.

48
 

The merger agreement contains provisions that may discourage other companies from pursuing, announcing or submitting a business combination proposal to Bryn Mawr that might result in greater value to Bryn Mawr shareholders.

The merger agreement contains provisions that may discourage a third party from pursuing, announcing or submitting a business combination proposal to Bryn Mawr that might result in greater value to the Bryn Mawr shareholders than the mergers. These provisions include a general prohibition on Bryn Mawr from soliciting, or, subject to certain exceptions, entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions, as described under the section entitled “The Merger Agreement—Agreement Not to Solicit Other Offers.” Furthermore, if the merger agreement is terminated, under certain circumstances, Bryn Mawr may be required to pay WSFS a termination fee equal to $37,725,000, as described under the section entitled “The Merger Agreement—Termination Fee.” Each party also has an unqualified obligation to submit their respective merger-related proposals to a vote by such party’s stockholders, including if Bryn Mawr receives an unsolicited proposal that the Bryn Mawr board of directors believes is superior to the merger. See the section entitled “The Merger Agreement— Stockholder Meetings and Recommendation of WSFS and Bryn Mawr Boards of Directors.”

In connection with entering into the merger agreement, each member of the board of directors of Bryn Mawr and each executive officer of Bryn Mawr, in their capacities as Bryn Mawr shareholders, have entered into the voting agreements. The voting agreements require, among other things, that the shareholder party thereto vote all of his or her shares of Bryn Mawr common stock in favor of the merger and the other transactions contemplated by the merger agreement and against alternative transactions and not to, directly or indirectly, assign, sell, transfer or otherwise dispose of their shares of Bryn Mawr common stock, subject to certain exceptions. For further information, please see the section entitled “The Merger Agreement—Voting Agreements.”

The merger is expected to, but may not, qualify as a reorganization under Section 368(a) of the Code.

The parties expect the merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Code, and the obligations of WSFS and Bryn Mawr to complete the mergers are conditioned upon the receipt of a U.S. federal income tax opinion to that effect from Covington & Burling and Squire Patton Boggs, respectively. A tax opinion represents the legal judgment of counsel rendering the opinion and is not binding on the United States Internal Revenue Service, or the IRS, or the courts. The expectation that the merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code reflects assumptions and was prepared taking into account the relevant information available to WSFS and Bryn Mawr at the time. However, this information is not a fact and should not be relied upon as necessarily indicative of future results. Furthermore, such expectation constitutes a forward- looking statement. For information on forward-looking statements, see the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” If the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then a Bryn Mawr shareholder may be required to recognize any gain or loss equal to the difference between (1) the fair market value of WSFS common stock received by the Bryn Mawr shareholder in the merger and (2) the Bryn Mawr shareholder’s adjusted tax basis in the shares of Bryn Mawr common stock exchanged therefor. For further information, please refer to the section entitled “Material U.S. Federal Income Tax Consequences Relating to the Merger.” You should consult your tax advisor to determine the particular tax consequences to you.

The opinions of KBW and Piper Sandler delivered to the respective boards of directors of Bryn Mawr and WSFS prior to the signing of the merger agreement will not reflect changes in circumstances after the dates of the opinions.

Prior to the execution of the merger agreement, each of the Bryn Mawr and WSFS board of directors received an opinion to address the fairness of the exchange ratio or the merger consideration from a financial point of view as of their respective dates and subject to the limitations and assumptions contained therein.

49
 

Subsequent changes in the operations and prospects of Bryn Mawr or WSFS, general market and economic conditions and other factors that may be beyond the control of Bryn Mawr or WSFS, may significantly alter the value of Bryn Mawr or WSFS or the prices of the shares of Bryn Mawr common stock or WSFS common stock by the time the mergers are completed. The opinions do not speak as of the effective time or as of any other date other than the date of such opinions. For a description of the opinions received by the respective boards of directors of Bryn Mawr and WSFS, please refer to the sections entitled, respectively, “The Mergers—Opinion of Bryn Mawr’s Financial Advisor” and “The Mergers—Opinion of WSFS’s Financial Advisor.”

Litigation relating to the mergers could result in significant costs, management distraction, and/or a delay of or injunction against the mergers.

On April 21, 2021, a purported Bryn Mawr shareholder filed a lawsuit against Bryn Mawr, the members of the Bryn Mawr board of directors, and WSFS in the United States District Court for the District of Delaware, captioned Stein v. Bryn Mawr Corp., et al. (Case No. 1:99-mc-09999-UNA). The plaintiff generally alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete and misleading information concerning the merger and related matters to Bryn Mawr shareholders. The plaintiff seeks injunctive relief, rescissory and compensatory damages and an award of attorneys’ fees and expenses.

 

On April 27, 2021, another purported Bryn Mawr shareholder filed a lawsuit against Bryn Mawr, the members of the Bryn Mawr board of directors, and WSFS in the United States District Court for the District of Delaware, captioned Artis v. Bryn Mawr Corp., et al. (Case No. 1:21-cv-00588-UNA). The plaintiff generally alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete and misleading information concerning the merger and related matters to Bryn Mawr shareholders. The plaintiff seeks injunctive relief, declaratory relief, rescissory damages and an award of attorneys’ and experts’ fees and expenses.

 

On April 28, 2021, a purported WSFS stockholder filed a lawsuit against WSFS and the members of the WSFS board of directors in the United States District Court for the District of Delaware, captioned Karp v. WSFS Fin. Corp., et al. (Case No. 1:21-cv-00605-UNA). The plaintiff generally alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete and misleading information concerning the merger and related matters to WSFS stockholders. The plaintiff seeks injunctive relief, compensatory damages and an award of attorneys’ and experts’ fees and expenses.

 

On May 5, 2021, another purported WSFS stockholder filed a lawsuit against WSFS and the members of the WSFS board of directors in the United States District Court for the District of New Jersey, captioned Bushansky v. WSFS Fin. Corp., et al. (Case No. 1:21-cv-10789). The plaintiff generally alleges that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by disclosing materially incomplete and misleading information concerning the merger and related matters to WSFS stockholders. The plaintiff seeks injunctive relief, compensatory damages and an award of attorneys’ and experts’ fees and expenses.

 

The outcomes of these actions are uncertain and could result in significant costs to WSFS and/or Bryn Mawr, including costs associated with the indemnification of WSFS’s and Bryn Mawr’s directors and officers. Other plaintiffs may also file lawsuits against WSFS, Bryn Mawr and/or their directors and officers in connection with the merger. The defense or settlement of any lawsuits or claims relating to the merger may have an adverse effect on the business, financial condition and results of operations of WSFS, Bryn Mawr and/or the combined company.

50
 

 

If the actions remain unresolved, they could prevent or delay the completion of the mergers. One of the conditions to the consummation of the mergers is the absence of any law or order (whether temporary, preliminary or permanent) by any court or regulatory authority of competent jurisdiction prohibiting, restricting or making illegal the consummation of the transactions contemplated by the merger agreement (including the mergers). Consequently, if a settlement or other resolution is not reached in any lawsuit that is filed or any regulatory proceeding and a claimant secures injunctive or other relief or a regulatory authority issues an order or other directive prohibiting, restricting or making illegal the consummation of the transactions contemplated by the merger agreement (including the mergers), then such injunctive or other relief may prevent the mergers from becoming effective in a timely manner or at all.

 

The COVID-19 pandemic may delay and adversely affect the completion of the mergers.

The COVID-19 pandemic has created economic and financial disruptions that have adversely affected, and are likely to continue to adversely affect, the business, financial condition, liquidity, capital and results of operations of WSFS and Bryn Mawr. If the effects of the COVID-19 pandemic cause continued or extended decline in the economic environment and the financial results of WSFS or Bryn Mawr, or the business operations of WSFS or Bryn Mawr are disrupted as a result of the COVID-19 pandemic, efforts to complete the mergers and integrate the businesses of WSFS and Bryn Mawr may also be delayed and adversely affected. Additional time may be required to obtain the requisite regulatory approvals, and regulatory authorities may impose additional requirements on WSFS or Bryn Mawr that must be satisfied prior to completion of the mergers, which could delay and adversely affect the completion of the mergers.

Risks Relating to the Combined Company’s Business Following the Mergers

The market price of the common stock of the combined company after the mergers may be affected by factors different from those currently affecting the shares of WSFS or Bryn Mawr common stock.

Upon the completion of the mergers, WSFS stockholders and Bryn Mawr shareholders will become stockholders of the combined company. WSFS’s business differs from that of Bryn Mawr, and, accordingly, the results of operations of the combined company and the market price of the combined company’s shares of common stock may be affected by factors different from those currently affecting the independent results of operations of each of Bryn Mawr and WSFS. For a discussion of the businesses of WSFS and Bryn Mawr, please see the section entitled “Information About the Companies.” For a discussion of the businesses of WSFS and Bryn Mawr and of certain factors to consider in connection with such businesses, please see the documents incorporated by reference in this joint proxy statement/prospectus and referred to in the section entitled “Where You Can Find More Information.”

Sales of substantial amounts of WSFS common stock in the open market by former Bryn Mawr shareholders could depress WSFS’s stock price.

Shares of WSFS common stock that are issued to Bryn Mawr shareholders in the merger will be freely tradable without restrictions or further registration under the Securities Act. Based on the number of shares of Bryn Mawr common stock that are outstanding (which includes the shares of Bryn Mawr common stock underlying Bryn Mawr restricted stock awards), WSFS currently expects to issue approximately 18,351,464 shares of WSFS common stock in connection with the merger. If the mergers are completed and if Bryn Mawr’s former shareholders sell substantial amounts of WSFS common stock in the public market following completion of the mergers, the market price of WSFS common stock may decrease. These sales might also make it more difficult for WSFS to sell equity or equity-related securities at a time and price that it otherwise would deem appropriate.

51
 

Combining the two companies may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the mergers may not be realized.

The success of the mergers will depend on, among other things, the combined company’s ability to combine the businesses of WSFS and Bryn Mawr. If the combined company is not able to successfully achieve this objective, the anticipated benefits of the mergers may not be realized fully, or at all, or may take longer to realize than expected.

WSFS and Bryn Mawr have operated and, until the completion of the mergers, will continue to operate, independently. The success of the mergers, including anticipated benefits and cost savings, will depend, in part, on the successful combination of the businesses of WSFS and Bryn Mawr. To realize these anticipated benefits and cost savings, after the completion of the mergers, WSFS expects to integrate Bryn Mawr’s business into its own. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the mergers. The loss of key employees could have an adverse effect on the companies’ financial results and the value of their common stock. In addition, the impacts of the COVID-19 pandemic may make it more costly or more difficult to integrate the business of WSFS and Bryn Mawr. If WSFS experiences difficulties with the integration process, the anticipated benefits of the mergers may not be realized fully, or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause Bryn Mawr or WSFS to lose current customers or cause current customers to remove their accounts from Bryn Mawr or WSFS and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Bryn Mawr and WSFS during this transition period and for an undetermined period after consummation of the mergers.

 

The combined company expects to incur substantial expenses related to the mergers.

The combined company expects to incur substantial expenses in connection with consummation of the mergers and combining the business, operations, networks, systems, technologies, policies and procedures of the two companies. Although WSFS and Bryn Mawr have assumed that a certain level of transaction and combination expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of their combination expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses associated with the mergers could, particularly in the near term, exceed the savings that the combined company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the combination of the businesses following the consummation of the mergers. As a result of these expenses, both WSFS and Bryn Mawr expect to take charges against their earnings before and after the completion of the mergers. The charges taken in connection with the mergers are expected to be significant, although the aggregate amount and timing of such charges are uncertain at present.

Holders of WSFS and Bryn Mawr common stock will have a reduced ownership and voting interest after the mergers and will exercise less influence over management.

Holders of WSFS and Bryn Mawr common stock currently have the right to vote for the election of the directors and on other matters affecting WSFS and Bryn Mawr, respectively. Upon the completion of the mergers, each Bryn Mawr shareholder will become a stockholder of WSFS with a percentage ownership of WSFS common stock that is smaller than such shareholder’s percentage ownership of Bryn Mawr common stock. Following completion of the mergers, it is currently expected that former holders of Bryn Mawr common stock as a group will own approximately 28% of the combined company’s common stock and existing WSFS stockholders

52
 

as a group will own approximately 72% of the combined company’s common stock. As a result, holders of WSFS and Bryn Mawr common stock will have less influence on the management and policies of the combined company than they now have on the management and policies of WSFS or Bryn Mawr, as applicable.

The mergers will result in changes to the board of directors of the combined company.

Upon completion of the mergers, the composition of the combined company board of directors will be different than the current WSFS and Bryn Mawr boards of directors. Upon the completion of the mergers, the WSFS board of directors will consist of the current members of the WSFS board of directors and three current members of the Bryn Mawr board of directors (including Francis Leto and two other current members of the Bryn Mawr board of directors as mutually agreed by Bryn Mawr and WSFS). This new composition of the combined company board of directors may affect the future decisions of the combined company.

 

The unaudited pro forma combined condensed financial information included in this document is illustrative only and the actual financial condition and results of operations after the mergers may differ materially.

The unaudited pro forma combined condensed financial statements in this document are presented for illustrative purposes only. The unaudited pro forma combined condensed financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the mergers been completed as of the dates indicated or that may be achieved in the future. A final determination of the fair values of Bryn Mawr’s assets and liabilities, which cannot be made prior to the completion of the mergers, will be based on the actual net tangible and intangible assets of Bryn Mawr that exist as of the date the merger becomes effective. Consequently, fair value adjustments and amounts preliminarily allocated to goodwill and identifiable intangibles could change significantly from those allocations used in the unaudited pro forma combined condensed financial statements presented herein and could result in a material change in amortization of acquired intangible assets. In addition, the value of the final merger consideration will be based on the closing price of WSFS common stock on the date the merger becomes effective. For more information, please see the section entitled “Unaudited Pro Forma Combined Condensed Financial Statements.”

53
 

THE BRYN MAWR SPECIAL MEETING

This section contains information for Bryn Mawr shareholders about the Bryn Mawr special meeting. Bryn Mawr is mailing this joint proxy statement/prospectus to you, as a Bryn Mawr shareholder, on or about May 6, 2021. This joint proxy statement/prospectus is accompanied by a notice of the Bryn Mawr special meeting and a proxy card that the Bryn Mawr board of directors is soliciting for use at the Bryn Mawr special meeting and at any adjournments or postponements of the Bryn Mawr special meeting. References to “you” and “your” in this section are to Bryn Mawr shareholders.

Date, Time and Place of the Bryn Mawr Special Meeting

Bryn Mawr will hold the Bryn Mawr special meeting at Bryn Mawr’s headquarters, 801 Lancaster Ave, Bryn Mawr, Pennsylvania 19010, commencing at 11:00 a.m., Eastern Time, on June 10, 2021. In addition, and due to the COVID-19 pandemic, Bryn Mawr is providing a virtual format for meeting attendance for those who do not wish or are not able to attend the meeting in person. On or about May 6, 2021, Bryn Mawr commenced mailing this joint proxy statement/prospectus and the enclosed form of proxy card to its shareholders entitled to vote at the Bryn Mawr special meeting.

Purpose of the Bryn Mawr Special Meeting

At the Bryn Mawr special meeting, Bryn Mawr shareholders will be asked to consider and vote on the following matters:

·the Bryn Mawr merger proposal;

 

·the Bryn Mawr advisory proposal on specified compensation; and

 

·the Bryn Mawr adjournment proposal, if necessary or appropriate.

 

Recommendation of the Bryn Mawr Board of Directors

The Bryn Mawr board of directors approved the mergers and the merger agreement and recommends that Bryn Mawr shareholders vote “FOR” the Bryn Mawr merger proposal, “FOR” the Bryn Mawr advisory proposal on specified compensation and “FOR” the Bryn Mawr adjournment proposal. Please see the section entitled “The Mergers—Bryn Mawr’s Reasons for the Mergers and Recommendations of the Bryn Mawr Board of Directors” for a more detailed discussion of the factors considered by the Bryn Mawr board of directors in reaching its decision to approve the merger agreement.

Completion of the mergers is conditioned upon the approval of the Bryn Mawr merger proposal, but is not conditioned upon the approval of the Bryn Mawr advisory proposal on specified compensation or the Bryn Mawr adjournment proposal.

Record Date and Quorum

Bryn Mawr has fixed the close of business on May 3, 2021 as the Bryn Mawr record date for the Bryn Mawr special meeting. Only Bryn Mawr shareholders of record on that date are entitled to notice of and vote at the Bryn Mawr special meeting or any adjournment or postponement of the Bryn Mawr special meeting. As of the Bryn Mawr record date, there were 19,930,498 shares of Bryn Mawr common stock outstanding and entitled to notice of, and to vote at, the Bryn Mawr special meeting, held by approximately 777 shareholders of record. Each holder of shares of Bryn Mawr common stock outstanding on the Bryn Mawr record date will be entitled to one vote for each share held of record.

54
 

The presence at the Bryn Mawr special meeting, in person (including remote participation through the virtual format of the meeting) or by proxy, of a majority of the shares of Bryn Mawr common stock outstanding and entitled to vote as of the Bryn Mawr record date will constitute a quorum for the purposes of the Bryn Mawr special meeting. All shares of Bryn Mawr common stock present in person (including remote participation through the virtual format of the meeting) or represented by proxy, including abstentions, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Bryn Mawr special meeting.

 

If a quorum is not present at the Bryn Mawr special meeting, it will be postponed until the holders of the number of shares of Bryn Mawr common stock required to constitute a quorum attend. If additional votes must be solicited in order for Bryn Mawr shareholders to approve the Bryn Mawr merger proposal and the Bryn Mawr adjournment proposal is approved, the Bryn Mawr special meeting will be adjourned to solicit additional proxies.

 

Vote Required; Treatment of Abstentions and Failure to Vote

Approval of the Bryn Mawr merger proposal requires the affirmative vote of a majority of the votes cast by holders of Bryn Mawr common stock in person (including remote participation through the virtual format of the meeting) or by proxy at the Bryn Mawr special meeting and entitled to vote thereon. Approval of the Bryn Mawr advisory proposal on specified compensation and the Bryn Mawr adjournment proposal each require the affirmative vote of holders of a majority of the outstanding shares of Bryn Mawr common stock having voting powers present, in person (including remote participation through the virtual format of the meeting) or by proxy, at the Bryn Mawr special meeting.

 

With respect to the Bryn Mawr merger proposal, if you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or fail to vote by telephone or the internet or in person (including remote participation through the virtual format of the meeting) at the Bryn Mawr special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on the Bryn Mawr merger proposal. With respect to the Bryn Mawr advisory proposal on specified compensation and the Bryn Mawr adjournment proposal, if you mark “ABSTAIN” on your proxy card, it will have the same effect as a vote against such proposals, and if you fail to submit a proxy card or fail to vote by telephone or the internet or in person (including remote participation through the virtual format of the meeting) at the Bryn Mawr special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on the Bryn Mawr advisory proposal on specified compensation or the Bryn Mawr adjournment proposal.

 

Shares Held by Directors and Executive Officers

As of the Bryn Mawr record date, there were 19,930,498 shares of Bryn Mawr common stock entitled to vote at the Bryn Mawr special meeting. As of the Bryn Mawr record date, the directors and executive officers of Bryn Mawr and their affiliates beneficially owned and were entitled to vote approximately 275,354 shares of Bryn Mawr common stock, representing approximately 1.38% of the shares of Bryn Mawr common stock outstanding on that date. Bryn Mawr currently expects that each of its directors and executive officers will vote their shares of Bryn Mawr common stock in favor of the Bryn Mawr merger proposal and the Bryn Mawr adjournment proposal. In connection with entering into the merger agreement, each member of the board of directors of Bryn Mawr and each executive officer of Bryn Mawr, in their capacities as Bryn Mawr shareholders, have entered into the voting agreements. The voting agreements require, among other things, that the shareholder party thereto vote all of his or her shares of Bryn Mawr common stock in favor of the merger and the other transactions contemplated by the merger agreement and against alternative transactions and not to, directly or indirectly, assign, sell, transfer or otherwise dispose of their shares of Bryn Mawr common stock, subject to certain exceptions. For further information, please see the section entitled “The Merger Agreement—Voting Agreements.”

55
 

Voting of Proxies; Incomplete Proxies

A Bryn Mawr shareholder may vote by proxy or in person (including remote participation through the virtual format of the meeting) at the Bryn Mawr special meeting. If you hold your shares of Bryn Mawr common stock in your name as a shareholder of record, to submit a proxy, you, as a Bryn Mawr shareholder, may use one of the following methods:

 

·through the internet by visiting www.envisionreports.com/BMTCSpecial and following the instructions;

 

·by telephone by calling (800) 652-8683 and following the recorded instructions; or

 

·by mail by completing, signing, dating and returning the proxy card in the enclosed envelope, which requires no additional postage if mailed in the United States.

 

When a properly executed proxy card is returned, the shares of Bryn Mawr common stock represented by it will be voted at the Bryn Mawr special meeting in accordance with the instructions contained on the proxy card. If any proxy card is returned without indication as to how to vote, the shares of Bryn Mawr common stock represented by the proxy card will be voted as recommended by the Bryn Mawr board of directors.

 

For shareholders whose shares are registered in the name of a bank, broker or other nominee, please consult the voting instructions provided by your bank, broker or other nominee for information about the deadline for voting by telephone or through the internet.

 

If a Bryn Mawr shareholder’s shares are held in “street name” by a bank, broker or other nominee, the shareholder should check the voting form used by that firm to determine how to vote. You may not vote shares held in “street name” by returning a proxy card directly to Bryn Mawr or by voting in person (including remote participation through the virtual format of the meeting) at the Bryn Mawr special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee.

 

Every Bryn Mawr shareholder’s vote is important. Accordingly, you should complete, sign, date and return the enclosed proxy card, or vote via the internet or by telephone, whether or not you plan to attend the Bryn Mawr special meeting in person (including remote participation through the virtual format of the meeting). Sending in your proxy card will not prevent you from voting your shares personally or virtually at the Bryn Mawr special meeting, since you may revoke your proxy at any time before it is voted.

 

Shares Held in “Street Name”

If your shares are held in “street name” by a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Under stock exchange rules, banks, brokers and other nominees who hold shares of Bryn Mawr common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise voting discretion with respect to the approval of matters determined to be “non-routine” without specific instructions from the beneficial owner. Bryn Mawr expects that all proposals to be voted on at the Bryn Mawr special meeting will be “non-routine” matters. Broker non-votes are shares held by a bank, broker or other nominee with respect to which such entity is not instructed by the beneficial owner of such shares to vote on the particular proposal and the bank, broker, or other nominee does not have discretionary voting power on such proposal. If your bank, broker or other nominee holds your shares of Bryn Mawr common stock in “street name,” such entity will vote your shares of Bryn Mawr common stock only if you provide instructions on how to vote by complying with the voter instruction form sent to you by your bank, broker or other nominee with this joint proxy statement/prospectus.

56
 

Revocability of Proxies and Changes to a Bryn Mawr Shareholder’s Vote

If you hold stock in your name as a shareholder of record, you may change your vote or revoke any proxy at any time before it is voted by

(1) completing, signing, dating and returning a proxy card with a later date, (2) delivering a written revocation letter to Bryn Mawr’s corporate secretary, (3) attending the Bryn Mawr special meeting in person or virtually and ask to withdraw the proxy prior to its use for any purpose and you can vote in person, or (4) voting by telephone or the internet at a later time (but prior to the internet and telephone voting deadline). If you choose to send a completed proxy card bearing a later date than your original proxy card, the new proxy card must be received before the beginning of the Bryn Mawr special meeting.

 

Any Bryn Mawr shareholder entitled to vote in person or virtually at the Bryn Mawr special meeting may vote in person or virtually regardless of whether a proxy has been previously given, but the mere presence (without notifying Bryn Mawr’s corporate secretary) of a shareholder at the Bryn Mawr special meeting will not constitute revocation of a previously given proxy.

 

Written notices of revocation and other communications about revoking your proxy card should be addressed to:

Bryn Mawr Bank Corporation

801 Lancaster Avenue

Bryn Mawr, Pennsylvania 19010

Attention: Corporate Secretary

 

If your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies.

 

Solicitation of Proxies

Bryn Mawr is soliciting proxies from its shareholders in conjunction with the mergers. Bryn Mawr will bear the entire cost of soliciting proxies from its shareholders. In addition to solicitation of proxies by mail, Bryn Mawr will request that banks, brokers and other record holders send proxies and proxy material to the owners of Bryn Mawr common stock and secure their voting instructions. Bryn Mawr will reimburse the record holders for their reasonable expenses in taking those actions. If necessary, Bryn Mawr may use its directors and several of its regular employees, who will not be specially compensated, to solicit proxies from Bryn Mawr shareholders, either personally or by telephone, facsimile, letter or electronic means. Bryn Mawr has also made arrangements with Georgeson LLC to assist it in soliciting proxies for the Bryn Mawr special meeting and has agreed to pay approximately $10,000 plus out-of-pocket expenses and certain additional charges related to these services.

 

Attending the Bryn Mawr Special Meeting

Subject to space availability, all Bryn Mawr shareholders as of the Bryn Mawr record date, or their duly appointed proxies, may attend the Bryn Mawr special meeting. Since seating is limited, admission to the Bryn Mawr special meeting will be on a first-come, first-served basis. Bryn Mawr shareholders who intend to attend the Bryn Mawr special meeting in person and are legally permitted to do so, must contact the Corporate Secretary’s Office at (610) 526-2303 no later than 5:00 p.m. Eastern Time on June 4, 2021. Only shareholders of record, or those holding shares of Bryn Mawr common stock in street name who have a legal proxy to vote their shares, will be permitted to attend the Bryn Mawr special meeting in person. Any shareholder intending to attend the Bryn Mawr special meeting in person will also be required to comply with the Bryn Mawr’s COVID-19 protocols, including, but not limited to, undergoing COVID-19 screening questions in advance of the meeting, wearing a mask that covers your nose and mouth, maintaining appropriate social distancing, and a temperature check on the day of the meeting. All future updates pertaining to Bryn Mawr’s COVID-19 response and any implications for the Bryn Mawr special meeting will be found in press releases and our filings with the SEC.

57
 

Registration and seating will begin at 10:45 a.m., Eastern Time. In addition, Bryn Mawr is providing a virtual format for meeting attendance for those who do not wish or are not able to attend the Bryn Mawr special meeting in person. Shareholders can access the virtual format of the meeting at www.meetingcenter.io/255742583 with the password BMTC2021 by entering their 15-digit voting control number. Shareholders who hold shares in “record” form can find their control number on their proxy card or notice. Shareholders who hold Bryn Mawr shares in “street name” through a bank, broker or other nominee must register in advance with the Corporation’s transfer agent, Computershare, in order to obtain a control number and access the virtual format of the meeting. To register, such shareholders must submit to Computershare their name, email address and proof of proxy power (legal proxy) reflecting their Bryn Mawr holdings, and must also include “BMTC Legal Proxy” in the subject or address line of the registration request. Registration requests should be sent to Computershare via email at legalproxy@computershare.com, or via U.S. mail at Computershare, BMTC Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001. Requests for registration must be received by Computershare no later than 5:00 p.m., Eastern Time on June 4, 2021. Shareholders will receive a confirmation of their registration by email from Computershare with a control number to be used to access the meeting at www.meetingcenter.io/255742583 with the password BMTC2021. Any questions regarding the virtual format of the meeting, or how to access it, should be directed to Computershare at (877) 238-6956.

 

We encourage you to register your vote through the internet or by telephone whenever possible. When a shareholder submits a proxy through the internet or by telephone, his or her proxy is recorded immediately. If you attend the Bryn Mawr special meeting, you may also submit your vote in person or virtually. Any votes that you previously submitted—whether through the internet, by telephone or by mail—will be superseded by any vote that you cast at the Bryn Mawr special meeting.

 

If you hold your shares of Bryn Mawr common stock in “street name”, you will need proof of ownership to be admitted to the Bryn Mawr special meeting. A brokerage statement or letter from a bank, broker or other nominee are examples of proof of ownership that will allow you to attend the Bryn Mawr special meeting. However, if you want to vote your shares of Bryn Mawr common stock held in “street name” in person at the Bryn Mawr special meeting, you must obtain a written proxy or legal proxy in your name from the bank, broker or other nominee through which you beneficially own Bryn Mawr common stock.

 

The use of cameras, sound recording equipment, communications devices or any similar equipment during the Bryn Mawr special meeting is prohibited without the express written consent of Bryn Mawr.

 

Delivery of Proxy Materials

As permitted by applicable law, only one copy of this joint proxy statement/prospectus is being delivered to Bryn Mawr shareholders residing at the same address, unless such Bryn Mawr shareholders have notified Bryn Mawr of their desire to receive multiple copies of this joint proxy statement/prospectus.

 

Bryn Mawr will promptly deliver, upon oral or written request, a separate copy of this joint proxy statement/prospectus to any shareholder residing at an address to which only one copy of such document was mailed. Requests for additional copies should be directed to Bryn Mawr’s corporate secretary at (610) 525-1700 or Bryn Mawr’s proxy solicitor Georgeson LLC, at (800) 509-0984.

 

Assistance

If you need assistance in completing your proxy card, have questions regarding the Bryn Mawr special meeting, or would like additional copies of this joint proxy statement/prospectus, please contact Bryn Mawr’s proxy solicitor, Georgeson LLC, at (800) 509-0984.

58
 

THE BRYN MAWR PROPOSALS

Proposal 1: Bryn Mawr Merger Proposal

Bryn Mawr is asking its shareholders to approve the merger agreement. For a detailed discussion of the terms and conditions of the merger agreement, please see the section entitled “The Merger Agreement.” Bryn Mawr shareholders should read this joint proxy statement/prospectus, including any documents incorporated in this joint proxy statement/prospectus by reference, and its annexes, carefully and in their entirety for more detailed information concerning the merger agreement and the mergers. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.

 

As discussed in the section entitled “The Mergers—Bryn Mawr’s Reasons for the Mergers and Recommendations of the Bryn Mawr Board of Directors,” after careful consideration, the Bryn Mawr board of directors approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the mergers, to be advisable and in the best interest of Bryn Mawr and the Bryn Mawr shareholders.

 

Required Vote

 

Approval of the Bryn Mawr merger proposal requires the affirmative vote of a majority of the votes cast by holders of Bryn Mawr common stock in person (including remote participation through the virtual format of the meeting) or by proxy at the Bryn Mawr special meeting and entitled to vote thereon. If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or fail to vote by telephone or the internet or in person (including remote participation through the virtual format of the meeting) at the Bryn Mawr special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on the Bryn Mawr merger proposal.

 

The Bryn Mawr board of directors recommends that Bryn Mawr shareholders vote “FOR” the Bryn Mawr merger proposal.

 

Proposal 2: Bryn Mawr Advisory Proposal on Specified Compensation

In accordance with Section 14A of the Exchange Act, Bryn Mawr is providing its shareholders with the opportunity to cast an advisory (non- binding) vote on the compensation that may be payable to its named executive officers in connection with the mergers, the value of which is set forth in the table included in the section of this document entitled “The Mergers—Merger-Related Compensation for Bryn Mawr’s Named Executive Officers.” As required by Section 14A of the Exchange Act, Bryn Mawr is asking its shareholders to vote on the adoption of the following resolution:

 

“RESOLVED, that the compensation that may be paid or become payable to Bryn Mawr’s named executive officers in connection with the mergers, as disclosed in the table in the section of the joint proxy statement/prospectus statement entitled “The Mergers— Merger-Related Compensation for Bryn Mawr’s Named Executive Officers,” including the associated narrative discussion, are hereby APPROVED.”

 

The vote on executive compensation payable in connection with the mergers is a vote separate and apart from the vote to approve the merger agreement. Accordingly, a shareholder may vote to approve the executive compensation and vote not to approve the merger agreement and vice versa. Because the vote is advisory only, it will not be binding on either Bryn Mawr or WSFS. Accordingly, because Bryn Mawr is contractually obligated to pay the compensation, the compensation will be payable, subject only to the conditions applicable thereto, if the merger agreement is approved and regardless of the outcome of the advisory vote.

59
 

Required Vote

 

Approval of the Bryn Mawr advisory proposal on specified compensation requires the affirmative vote of holders of a majority of the outstanding shares of Bryn Mawr common stock having voting powers present, in person (including remote participation through the virtual format of the meeting) or by proxy, at the Bryn Mawr special meeting. If you mark “ABSTAIN” on your proxy card, it will have the same effect as a vote against such proposal, and if you fail to submit a proxy card or fail to vote by telephone or the internet or in person (including remote participation through the virtual format of the meeting) at the Bryn Mawr special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on the Bryn Mawr advisory proposal on specified compensation.

 

The Bryn Mawr board of directors recommends a vote “FOR” the Bryn Mawr advisory proposal on specified compensation.

 

Proposal 3: Bryn Mawr Adjournment Proposal

Bryn Mawr is asking its shareholders to approve the adjournment of the Bryn Mawr special meeting to another date and place if necessary or appropriate to solicit additional votes in favor of the Bryn Mawr merger proposal if there are insufficient votes at the time of such adjournment to approve the Bryn Mawr merger proposal.

 

If, at the Bryn Mawr special meeting, there is an insufficient number of shares of Bryn Mawr common stock present in person (including remote participation through the virtual format of the meeting) or represented by proxy and voting in favor of the Bryn Mawr merger proposal, Bryn Mawr will move to adjourn the Bryn Mawr special meeting in order to enable the Bryn Mawr board of directors to solicit additional proxies for approval of the Bryn Mawr merger proposal. If the Bryn Mawr shareholders approve the Bryn Mawr adjournment proposal, Bryn Mawr may adjourn the Bryn Mawr special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Bryn Mawr shareholders who have previously voted. If the date of the adjournment is not announced at the Bryn Mawr special meeting or a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the adjourned meeting.

 

Required Vote

 

Approval of the Bryn Mawr adjournment proposal requires the affirmative vote of holders of a majority of the outstanding shares of Bryn Mawr common stock having voting powers present, in person (including remote participation through the virtual format of the meeting) or by proxy, at the Bryn Mawr special meeting. If you mark “ABSTAIN” on your proxy card, it will have the same effect as a vote against such proposal, and if you fail to submit a proxy card or fail to vote by telephone or the internet or in person (including remote participation through the virtual format of the meeting) at the Bryn Mawr special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on the Bryn Mawr adjournment proposal.

 

The Bryn Mawr board of directors recommends that Bryn Mawr shareholders vote “FOR” the Bryn Mawr adjournment proposal.

 

Other Matters to Come Before the Bryn Mawr Special Meeting

As of the date of this joint proxy statement/prospectus, the Bryn Mawr board of directors is not aware of any matters that will be presented for consideration at the Bryn Mawr special meeting other than as described in this joint proxy statement/prospectus. If, however, the Bryn Mawr board of directors properly brings any other matters before the Bryn Mawr special meeting, the persons named in the proxy will vote the shares represented thereby in accordance with the recommendation of the Bryn Mawr board of directors on any such matter.

60
 

THE WSFS SPECIAL MEETING

This section contains information for WSFS stockholders about the WSFS special meeting. WSFS is mailing this joint proxy statement/prospectus to you, as a WSFS stockholder, on or about May 6, 2021. This joint proxy statement/prospectus is accompanied by a notice of the WSFS special meeting and a form of proxy card that the WSFS board of directors is soliciting for use at the WSFS special meeting and at any adjournments or postponements of the WSFS special meeting. References to “you” and “your” in this section are to WSFS stockholders.

Date, Time and Place of the WSFS Special Meeting

WSFS will hold the special meeting in a virtual-only format on June 10, 2021, at 4:00 p.m., Eastern Time. In order to attend the WSFS special meeting, WSFS stockholders must register at https://viewproxy.com/wsfs/2021specialmeeting/htype.asp by 11:59 p.m., Eastern time on June 7, 2021. On the day of the special meeting, if you have properly registered, you may enter the meeting by clicking on the link provided and the password you received via email in your registration confirmations. The virtual format allows stockholders to ask questions during the registration process and also during the virtual special meeting by typing a question into the question/chat box on the meeting screen. During the live Q&A session of the special meeting, WSFS may answer questions as they come in and address those asked in advance, to the extent relevant to the business of the special meeting, as time permits. There will be technicians ready to assist you with any technical difficulties you may have accessing the special meeting live audio webcast. Please be sure to check in 15 minutes prior to the start of the meeting on the day of the meeting, so that any technical difficulties may be addressed before the special meeting live audio webcast begins. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please email VirtualMeeting@viewproxy.com or call 866-612-8937.

If you hold your shares beneficially through a bank, broker or other nominee, you must provide a legal proxy from your bank, broker or other nominee during registration and you will be assigned a virtual control number in order to vote your shares during the special meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the special meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the internet, including how to demonstrate proof of stock ownership, are posted at https://viewproxy.com/wsfs/2021specialmeeting/htype.asp. On the day of the special meeting, you may only vote during the meeting by e-mailing a copy of your legal proxy to VirtualMeeting@viewproxy.com in advance of the meeting.

On or about May 6, 2021, WSFS commenced mailing this joint proxy statement/prospectus and the enclosed form of proxy card to its stockholders entitled to vote at the WSFS special meeting.

Purpose of the WSFS Special Meeting

At the WSFS special meeting, WSFS stockholders will be asked to consider and vote on the following matters:

·the WSFS merger and share issuance proposal; and
·the WSFS adjournment proposal, if necessary or appropriate.

Recommendation of the WSFS Board of Directors

The WSFS board of directors approved the merger and the merger agreement and recommends that WSFS stockholders vote “FOR” the WSFS merger and share issuance proposal and “FOR” the WSFS adjournment proposal. Please see the section entitled “The Mergers—WSFS’s Reasons for the Mergers and Recommendations of the WSFS Board of Directors” for a more detailed discussion of the factors considered by the WSFS board of directors in reaching its decision to approve the merger agreement.

61
 

Completion of the mergers is conditioned upon the approval of the WSFS merger and share issuance proposal, but is not conditioned upon the approval of the WSFS adjournment proposal.

Record Date and Quorum

WSFS has fixed the close of business on May 3, 2021 as the WSFS record date for the WSFS special meeting. Only WSFS stockholders of record on that date are entitled to notice of and vote at the WSFS special meeting or any adjournment or postponement of the WSFS special meeting. As of the WSFS record date, there were 47,532,042 shares of WSFS common stock outstanding and entitled to notice of, and to vote at, the WSFS special meeting, held by approximately 3,349 stockholders of record. Each holder of shares of WSFS common stock outstanding on the WSFS record date will be entitled to one vote for each share held of record.

The presence at the WSFS special meeting in person by participation at the virtual WSFS special meeting or represented by proxy, of a majority of the shares of WSFS common stock outstanding and entitled to vote as of the WSFS record date will constitute a quorum for the purposes of the WSFS special meeting. All shares of WSFS common stock present in person by participation at the virtual WSFS special meeting or represented by proxy, including abstentions, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the WSFS special meeting.

If a quorum is not present at the WSFS special meeting, it will be postponed until the holders of the number of shares of WSFS common stock required to constitute a quorum attend. If additional votes must be solicited in order for WSFS stockholders to approve the WSFS merger and share issuance proposal and the WSFS adjournment proposal is approved, the WSFS special meeting will be adjourned to solicit additional proxies.

 

Vote Required; Treatment of Abstentions and Failure to Vote

Approval of the WSFS merger and share issuance proposal requires the affirmative vote of holders of a majority of the outstanding shares of WSFS common stock. Approval of the WSFS adjournment proposal requires the affirmative vote of holders of a majority of the shares of WSFS common stock present in person by participation at the virtual WSFS special meeting or represented by proxy at the WSFS special meeting and entitled to vote on such proposal.

With respect to the WSFS merger and share issuance proposal, if you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or fail to vote by telephone or the internet or in person by participation at the virtual WSFS special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the WSFS merger and share issuance proposal. With respect to the WSFS adjournment proposal, if you mark “ABSTAIN” on your proxy card, it will have the same effect as a vote against such proposal, and if you fail to submit a proxy card or fail to vote by telephone or the internet or in person by participation at the virtual WSFS special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposal.

Shares Held by Directors and Executive Officers

As of the WSFS record date, there were 47,532,042 shares of WSFS common stock entitled to vote at the WSFS special meeting. As of the WSFS record date, the directors and executive officers of WSFS and their affiliates beneficially owned and were entitled to vote approximately 816,038 shares of WSFS common stock, representing approximately 1.72% of the shares of WSFS common stock outstanding on that date. WSFS currently expects that each of its directors and executive officers will vote their shares of WSFS common stock in favor of the WSFS merger and share issuance proposal and the WSFS adjournment proposal.

62
 

Voting of Proxies; Incomplete Proxies

A WSFS stockholder may vote by proxy, by telephone, through the internet or in person by participation at the virtual WSFS special meeting. If you hold your shares of WSFS common stock in your name as a stockholder of record, to submit a proxy, you, as a WSFS stockholder may vote by mail by completing, signing, dating and returning the proxy card in the enclosed envelope, which requires no additional postage if mailed in the United States. To vote in person by participation at the virtual WSFS special meeting, a WSFS stockholder may vote through the internet by clicking on the link provided and entering the password you received via email in your registration confirmations or vote through telephone by calling 1 (866) 804-9616 and following the instructions provided.

When a properly executed proxy card is returned, the shares of WSFS common stock represented by it will be voted at the WSFS special meeting in accordance with the instructions contained on the proxy card. If any proxy card is returned without indication as to how to vote, the shares of WSFS common stock represented by the proxy card will be voted as recommended by the WSFS board of directors.

If a WSFS stockholder’s shares are held in “street name” by a bank, broker or other nominee, the stockholder should check the voting form used by that firm to determine how to vote. You may not vote shares held in “street name” by returning a proxy card directly to WSFS or by voting in person by participation at the virtual WSFS special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee.

Every WSFS stockholder’s vote is important. Accordingly, you should complete, sign, date and return the enclosed proxy card or vote through the internet or by telephone whether or not you plan to attend in person by participation at the virtual WSFS special meeting. Sending in your proxy card will not prevent you from voting your shares personally by participation at the virtual WSFS special meeting, since you may revoke your proxy at any time before it is voted.

Shares Held in “Street Name”

If your shares are held in “street name” by a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Under stock exchange rules, banks, brokers and other nominees who hold shares of WSFS common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise voting discretion with respect to the approval of matters determined to be “non-routine,” without specific instructions from the beneficial owner. WSFS expects that all proposals to be voted on at the WSFS special meeting will be “non-routine” matters. Broker non-votes are shares held by a bank, broker or other nominee with respect to which such entity is not instructed by the beneficial owner of such shares to vote on the particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal. If your bank, broker or other nominee holds your shares of WSFS common stock in “street name,” such entity will vote your shares of WSFS common stock only if you provide instructions on how to vote by complying with the voter instruction form sent to you by your bank, broker or other nominee with this joint proxy statement/prospectus.

Revocability of Proxies and Changes to a WSFS Stockholder’s Vote

If you hold stock in your name as a stockholder of record, you may change your vote or revoke any proxy at any time before it is voted by (1) completing, signing, dating and returning a proxy card with a later date, (2) delivering a written revocation letter to WSFS’s corporate secretary, or (3) attending the WSFS special meeting in person by participation at the virtual meeting and voting by ballot at the WSFS special meeting. If you choose to send a completed proxy card bearing a later date than your original proxy card, the new proxy card must be received before the beginning of the WSFS special meeting.

63
 

Any WSFS stockholder entitled to vote in person by participation at the virtual WSFS special meeting may vote through the internet or by telephone at the meeting regardless of whether a proxy has been previously given, but the mere presence (without notifying WSFS’s corporate secretary) of a stockholder at the WSFS special meeting will not constitute revocation of a previously given proxy.

Written notices of revocation and other communications about revoking your proxy card should be addressed to:

WSFS Financial Corporation
WSFS Bank Center
500 Delaware Avenue
Wilmington, DE 19801
Attention: Corporate Secretary

If your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies.

Solicitation of Proxies

WSFS is soliciting proxies from its stockholders in conjunction with the mergers. WSFS will bear the entire cost of soliciting proxies from its stockholders. In addition to solicitation of proxies by mail, WSFS will request that banks, brokers and other record holders send proxies and proxy material to the beneficial owners of WSFS common stock and secure their voting instructions. WSFS will reimburse the record holders for their reasonable expenses in taking those actions. If necessary, WSFS may use its directors and several of its regular employees, who will not be specially compensated, to solicit proxies from WSFS stockholders, either personally or by telephone, facsimile, letter or electronic means. WSFS has also made arrangements with Alliance Advisors to assist it in soliciting proxies for the WSFS special meeting and has agreed to pay approximately $10,500 plus out-of-pocket expenses and certain additional fees related to these services.

Attending the WSFS Special Meeting Virtually

In order to attend the meeting, you must register at https://viewproxy.com/wsfs/2021specialmeeting/htype.asp by 11:59 p.m. Eastern Time on June 7, 2021. On the day of the WSFS special meeting, if you have properly registered, you may enter the meeting by clicking on the link provided and the password you received via email in your registration confirmations.

If you hold your shares beneficially through a bank, broker or other nominee, you must provide a legal proxy from your bank, broker or other nominee during registration and you will be assigned a virtual control number in order to vote your shares during the WSFS special meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the WSFS special meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the internet and telephone, including how to demonstrate proof of stock ownership, are posted at https://viewproxy.com/wsfs/2021specialmeeting/htype.asp. On the day of the WSFS special meeting, you may only vote during the meeting by e-mailing a copy of your legal proxy to VirtualMeeting@viewproxy.com in advance of the WSFS special meeting.

Delivery of Proxy Materials

As permitted by applicable law, only one copy of this joint proxy statement/prospectus is being delivered to WSFS stockholders residing at the same address, unless such WSFS stockholders have notified WSFS of their desire to receive multiple copies of this joint proxy statement/prospectus.

64
 

WSFS will promptly deliver, upon oral or written request, a separate copy of this joint proxy statement/prospectus to any stockholder residing at an address to which only one copy of such document was mailed. Requests for additional copies should be directed to Investor Relations at (302) 792-6000 or WSFS’s proxy solicitor, Alliance Advisors, at (844) 618-1691.

Assistance

If you need assistance in completing your proxy card, have questions regarding the WSFS special meeting, or would like additional copies of this joint proxy statement/prospectus, please contact Investor Relations at (302) 792-6000 or WSFS’s proxy solicitor, Alliance Advisors, at (844) 618-1691.

65
 

THE WSFS PROPOSALS

Proposal 1: WSFS Merger and Share Issuance Proposal

WSFS is asking its stockholders to adopt the merger agreement, pursuant to which, among other things, WSFS will issue shares of WSFS common stock in connection with the merger. For a detailed discussion of the terms and conditions of the merger agreement, please see the section entitled “The Merger Agreement.” WSFS stockholders should read this joint proxy statement/prospectus, including any documents incorporated in this joint proxy statement/prospectus by reference, and its annexes, carefully and in its entirety for more detailed information concerning the merger agreement and the mergers. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.

As discussed in the section entitled “The Mergers—WSFS’s Reasons for the Mergers and Recommendations of the WSFS Board of Directors,” after careful consideration, the WSFS board of directors approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the mergers and the WSFS share issuance, to be advisable and in the best interest of WSFS and the WSFS stockholders.

Required Vote

Approval of the WSFS merger and share issuance proposal requires the affirmative vote of holders of a majority of the outstanding shares of WSFS common stock. If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or fail to vote by telephone or the internet or in person by participation at the virtual WSFS special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the WSFS merger and share issuance proposal.

The WSFS board of directors recommends that WSFS stockholders vote “FOR” the WSFS merger and share issuance proposal.

Proposal 2: WSFS Adjournment Proposal

WSFS is asking its stockholders to approve the adjournment of the WSFS special meeting to another date and place if necessary or appropriate to solicit additional votes in favor of the WSFS merger and share issuance proposal if there are insufficient votes at the time of such adjournment to approve the WSFS merger and share issuance proposal.

If, at the WSFS special meeting, there is an insufficient number of shares of WSFS common stock present in person by participation at the virtual WSFS special meeting or represented by proxy and voting in favor of the WSFS merger and share issuance proposal, WSFS will move to adjourn the WSFS special meeting in order to enable the WSFS board of directors to solicit additional proxies for approval of the WSFS merger and share issuance proposal. If the WSFS stockholders approve the WSFS adjournment proposal, WSFS may adjourn the WSFS special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from WSFS stockholders who have previously voted. If the date of the adjournment is not announced at the WSFS special meeting or a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting.

Required Vote

Approval of the WSFS adjournment proposal requires the affirmative vote of holders of a majority of the shares of WSFS common stock present in person by participation at the virtual WSFS special meeting or represented by proxy at the WSFS special meeting and entitled to vote on such proposal. If you mark

66
 

“ABSTAIN” on your proxy card, it will have the same effect as a vote against the WSFS adjournment proposal, and if you fail to submit a proxy card or fail to vote by telephone or the internet or in person by participation at the virtual WSFS special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on the WSFS adjournment proposal.

The WSFS board of directors recommends that WSFS stockholders vote “FOR” the WSFS adjournment proposal.

Other Matters to Come Before the WSFS Special Meeting

As of the date of this joint proxy statement/prospectus, the WSFS board of directors is not aware of any matters that will be presented for consideration at the WSFS special meeting other than as described in this joint proxy statement/prospectus. If, however, the WSFS board of directors properly brings any other matters before the WSFS special meeting, the persons named in the proxy will vote the shares represented thereby in accordance with the recommendation of the WSFS board of directors on any such matter.

67
 

INFORMATION ABOUT THE COMPANIES

WSFS Financial Corporation
WSFS Bank Center
500 Delaware Avenue
Wilmington, Delaware 19801
Telephone: (302) 792-6000

WSFS is a savings and loan holding company headquartered in Wilmington, Delaware. Substantially all of WSFS’s assets are held by its subsidiary, WSFS Bank, one of the ten oldest bank and trust companies in the United States continuously operating under the same name. WSFS Bank is also the oldest and largest locally-managed bank and trust company headquartered in the Delaware and Greater Philadelphia region. As a federal savings bank that was formerly chartered as a state mutual savings bank, WSFS Bank enjoys a broader scope of permissible activities than most other financial institutions. A fixture in the community, WSFS Bank has been in operation for more than 189 years.

As of December 31, 2020, WSFS services its customers primarily from its 112 offices located in Pennsylvania (52), Delaware (42), New Jersey (16), Virginia (1) and Nevada (1), its ATM network, its website and its mobile apps.

As of December 31, 2020, WSFS Bank’s banking business had a total loan and lease portfolio of $9.0 billion, which is primarily commercial lending funded by customer-generated deposits. WSFS has built a $7.1 billion commercial loan and lease portfolio by recruiting the best seasoned commercial lenders in its markets and offering the high level of service and flexibility typically associated with a community bank. WSFS funds this business primarily with deposits generated through commercial relationships and retail deposits, as well as through its digital banking platforms. WSFS Bank also offers a broad variety of consumer loan products, retail securities and insurance brokerage services through its retail branches, and mortgage and title services through those branches and through WSFS Mortgage®. WSFS Mortgage® is a mortgage banking company and abstract and title company specializing in a variety of residential mortgage and refinancing solutions.

WSFS’s Cash Connect® business is a premier provider of ATM vault cash, smart safe (safes that automatically accept, validate, record and hold cash in a secure environment) and other cash logistics services in the U.S. Cash Connect® manages approximately $1.6 billion in total cash and services approximately 27,900 non-bank ATMs and approximately 4,500 smart safes nationwide. Cash Connect® provides related services such as online reporting and ATM cash management, predictive cash ordering and reconcilement services, armored carrier management, loss protection, ATM processing equipment sales and deposit safe cash logistics. Cash Connect® also supports over 600 branded ATMs for WSFS Bank, which has one of the largest branded ATM networks in its market.

WSFS’s Wealth Management business provides a broad array of planning and advisory services, investment management, trust services, and credit and deposit products to individual, corporate, and institutional clients through multiple integrated businesses. Combined, these businesses had $24.2 billion of assets under management and assets under administration at December 31, 2020. WSFS Wealth® Investments provides financial advisory services. Cypress, a registered investment adviser, is a fee-only wealth management firm managing a “balanced” investment style portfolio focused on preservation of capital and generating current income. West Capital, a registered investment adviser, is a fee-only wealth management firm operating under a multi-family office philosophy to provide customized solutions to institutions and high net worth individuals. The trust division of WSFS, comprised of WSFS Institutional Services® and Christiana Trust DE, provides personal trust and fiduciary services, as well as, trustee, agency, bankruptcy administration, custodial and commercial domicile services to corporate and institutional clients. Powdermill® is a multi-family office providing independent solutions to high-net-worth individuals, families and corporate executives through a coordinated, centralized approach. WSFS Wealth Client Management provides comprehensive solutions to high net worth clients by delivering credit and deposit products as well as partnering with other wealth management units.

68
 

At December 31, 2020, WSFS had $14.3 billion of total assets, $11.9 billion of total deposits and stockholders’ equity of $1.8 billion.

WSFS common stock is traded on Nasdaq under the symbol “WSFS.”

Additional information about WSFS may be found in the documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information.”

Bryn Mawr Bank Corporation

801 Lancaster Avenue

Bryn Mawr, Pennsylvania 19010

Telephone: (610) 525-1700

 

Bryn Mawr and Bryn Mawr Bank are headquartered in Bryn Mawr, Pennsylvania, a western suburb of Philadelphia. Bryn Mawr Bank received its Pennsylvania banking charter in 1889 and is a member of the Federal Reserve System. Bryn Mawr was formed in 1986 and on January 2, 1987, Bryn Mawr Bank became a wholly owned subsidiary of Bryn Mawr.

Bryn Mawr and its direct and indirect subsidiaries offer a full range of personal and business banking services, consumer and commercial loans, equipment leasing, mortgages, insurance and wealth management services, including investment management, trust and estate administration, retirement planning, custody services, and tax planning from 41 banking locations, seven wealth management offices and two insurance and risk management locations in the following counties: Montgomery, Chester, Delaware, Philadelphia, and Dauphin Counties in Pennsylvania; New Castle County in Delaware; and Mercer and Camden Counties in New Jersey.

 

At December 31, 2020, Bryn Mawr had $5.4 billion of total assets, $4.4 billion of total deposits and shareholders’ equity of $622.3 million. Bryn Mawr common stock is traded on Nasdaq under the symbol “BMTC.”

Additional information about Bryn Mawr may be found in the documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information.”

69
 

THE MERGERS

The following discussion contains material information regarding the mergers. The discussion is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this joint proxy statement/prospectus as Annex A and is incorporated by reference herein. The following is not intended to provide factual information about the parties or any of their respective subsidiaries or affiliates. This discussion does not purport to be complete and may not contain all of the information about the mergers that is important to you. We urge you to read carefully this entire joint proxy statement/prospectus, including the merger agreement, for a more complete understanding of the mergers.

Terms of the Mergers

The WSFS board of directors and the Bryn Mawr board of directors approved the merger agreement. The merger agreement provides that, among other things, (i) Bryn Mawr will merge with and into WSFS with WSFS continuing as the surviving corporation in the merger, and (ii) simultaneously with the merger, Bryn Mawr Bank will merge with and into WSFS Bank with WSFS Bank continuing as the surviving bank in the bank merger.

At the effective time, each share of Bryn Mawr common stock, excluding certain specified shares, will be converted into the right to receive 0.90 of a share of WSFS common stock.

WSFS will not issue any fractional shares of WSFS common stock in the merger. Instead, a Bryn Mawr shareholder who would otherwise be entitled to receive a fraction of a share of WSFS common stock will receive, in lieu thereof, an amount in cash, rounded up to the nearest cent (without interest), determined by multiplying (i) the fraction of a share (rounded to the nearest thousandth when expressed as a decimal form) of WSFS common stock that such holder would otherwise be entitled to receive by (ii) the average closing price.

Bryn Mawr shareholders and WSFS stockholders are being asked to approve and adopt, respectively, the merger agreement. See the section entitled “The Merger Agreement” for additional and more detailed information regarding the legal documents that govern the mergers, including information about the conditions to consummation of the mergers and the provisions for terminating or amending the merger agreement.

Background of the Merger

The Bryn Mawr board of directors periodically reviews and discusses Bryn Mawr’s business strategy, performance, prospects and strategic alternatives in the context of the national and local economic environment, regulatory and other developments in the financial institutions industry and the competitive landscape. Certain of these reviews and discussions have included presentations to the Bryn Mawr board of directors by Bryn Mawr’s management as well as by investment banking firms. These reviews and discussions have addressed the strategic initiatives available to Bryn Mawr, such as capital management strategies, potential acquisitions, and business combinations involving other financial institutions. These reviews and discussions included analyses of the business and economic environment for financial institutions, including topics such as the impact technological advancements have had, or may have, on the business, the need to invest in technology and the impact of relatively low interest rates on the results of operations and the ability to make capital investments and expenditures. Additionally, presentations with respect to Bryn Mawr’s strategic alternatives have analyzed the mergers and acquisitions environment, including multiples and premiums being paid, and assessed potential partners for Bryn Mawr. In connection with the evaluation of strategic alternatives, Francis J. Leto, President and Chief Executive Officer of Bryn Mawr, has had, from time to time, informal discussions, including regarding potential mergers and acquisitions, with representatives of other financial institutions, including WSFS, and has regularly updated the Bryn Mawr board of directors regarding such discussions.

70
 

Rodger Levenson, the Chairman, President and Chief Executive Officer of WSFS, and Mr. Leto, have known each other for a number of years and have periodically discussed matters of mutual interest to their respective institutions, including, in particular, community and neighborhood support and development programs, operating measures in response to COVID-19, as well as developments in the financial services industry generally. These discussions often included a general high-level discussion of a possible business combination.

In December 2020, Mr. Leto reached out to Mr. Levenson suggesting they have a check-in call in January 2021. A call was scheduled for January 8, 2021. In advance of the call with Mr. Levenson, Mr. Leto met with Britton H. Murdoch, chairman of the Bryn Mawr board of directors, where Mr. Leto informed Mr. Murdoch of the upcoming call with Mr. Levenson and advised that there would likely be a discussion about the potential for a strategic combination. In light of the fact that the Bryn Mawr board of directors would be discussing overall strategy at its meeting later that month, Mr. Murdoch authorized Mr. Leto to have a strategic discussion with Mr. Levenson and to seek more information regarding details of a potential business combination. On January 8, 2021, Messrs. Leto and Levenson met telephonically and discussed a variety of matters including the economy and the financial services industry generally. They also discussed the businesses of their respective institutions and in response to inquiries by Mr. Leto, Mr. Levenson provided context to WSFS’s then recent debt issuance and stock performance during the fourth quarter of 2020. Mr. Leto asked if Mr. Levenson felt it might be a good time to revisit their prior discussions about a possible merger. Mr. Levenson responded affirmatively, clearly sharing WSFS’s interest in a potential combination.

On January 11, 2021, and periodically thereafter throughout January and February, Mr. Levenson met telephonically with certain members of the WSFS board of directors, including Mark Turner and Eleuthère I. du Pont, to discuss a potential business combination with Bryn Mawr, including Mr. Levenson’s discussions with Mr. Leto. Each of Messrs. Turner and du Pont expressed support for a potential transaction.

On January 12, 2021, and over the weeks following this call, Messrs. Leto and Levenson discussed telephonically the potential financial and operational benefits of a merger between WSFS and Bryn Mawr and possible terms for such a transaction, including a framework for determining the form of merger consideration, the exchange ratio and governance terms; however, no specific pricing terms were discussed.

On January 12, 2021, and periodically thereafter throughout January and February, Mr. Leto regularly discussed a potential business combination with WSFS with certain members of the Bryn Mawr board of directors, including Mr. Murdoch, Michael J. Clement and F. Kevin Tylus, who expressed their support for Mr. Leto continuing to pursue preliminary discussions with Mr. Levenson. 

 

On January 21, 2021, the Bryn Mawr board of directors held a regular meeting, and in advance of the meeting, met in an executive strategic planning session with representatives of an investment banking firm. This session included a discussion regarding, among other things, (i) a review of the banking industry and related updates on economic and regulatory matters, the current operating environment, innovation activity and merger and acquisition activity; (ii) positioning of Bryn Mawr and Bryn Mawr Trust; and (iii) Bryn Mawr’s prospects for organic growth, the viability of growth through acquisition and a potential strategic business combination of Bryn Mawr with several other financial institutions. Following the regular board meeting, the Bryn Mawr board of directors met again in executive session. In that session, Mr. Leto explained to the Bryn Mawr board of directors that he had met telephonically with Mr. Levenson and discussed in general, high-level terms, a potential business combination of WSFS and Bryn Mawr. The Bryn Mawr board of directors discussed the risks and challenges associated with the path of independence and organic growth, including scalability, concentration in the market, the need to invest in technology, the attractiveness of potential acquisition targets and likelihood of successfully consummating an acquisition, and the potential benefits associated with various strategic business combinations, including a potential business combination with WSFS.

71
 

On January 26, 2021, the Bryn Mawr board of directors held a special meeting that was attended by representatives of KBW, Bryn Mawr’s financial advisor, and Squire Patton Boggs, Bryn Mawr’s outside counsel, where it discussed the future and strategic plans of Bryn Mawr. As part of this discussion, a representative of Squire Patton Boggs reviewed the role of the Bryn Mawr board of directors in connection with a potential business combination and the Bryn Mawr board of directors’ fiduciary duties to Bryn Mawr and various constituencies, including Bryn Mawr shareholders, in connection with a proposed sale of Bryn Mawr. Following a discussion regarding a potential business combination with WSFS, the Bryn Mawr board of directors adopted resolutions authorizing Mr. Leto to conduct preliminary discussions with Mr. Levenson to determine whether a potential business combination was financially viable and in the best interests of Bryn Mawr.

On January 27, 2021, Bryn Mawr and WSFS entered into a mutual nondisclosure and exclusivity agreement regarding the proposed business combination transaction and commenced formal reciprocal due diligence efforts. At this time, WSFS contacted Piper Sandler to discuss the strategic merits of a combination with Bryn Mawr and to review publicly available financial information of the two institutions and, based on that information, the potential financial impact the proposed transaction may have on WSFS.

On February 1, 2021, Mr. Levenson and certain members of WSFS management met with the Corporate Development Committee of the WSFS board of directors to discuss Bryn Mawr as a potential acquisition candidate including the potential exchange ratio, merger consideration and governance terms for a potential business combination with Bryn Mawr as well as the strategic rationale for a combination with Bryn Mawr.

On or about February 1, 2021, Messrs. Leto and Levenson met telephonically to discuss the terms of a potential transaction, including an exchange ratio for a 100% stock transaction. Mr. Levenson proposed an exchange ratio of 0.88 shares of WSFS common stock for each share of Bryn Mawr common stock. On February 2, 2021, Messrs. Leto and Levenson met telephonically and Mr. Leto proposed an exchange ratio of 0.92.

On February 3, 2021, WSFS submitted to Bryn Mawr a draft non-binding indication of interest letter that set forth, among other things, a proposed tax-free reorganization in which each share of Bryn Mawr common stock would be exchanged for 0.90 shares of WSFS common stock, subject to confirmatory due diligence by WSFS, and included an exclusivity agreement.

On the same date, the Bryn Mawr board of directors held a special meeting that was attended by representatives of KBW and Squire Patton Boggs, to discuss the indication of interest. The Bryn Mawr board of directors carefully reviewed and discussed the indication of interest in consultation with KBW and Squire Patton Boggs. In addition, the Bryn Mawr board of directors reviewed and discussed with KBW publicly available information regarding other financial institutions that might be potential parties to a transaction with Bryn Mawr, including each company’s ability to pay based on publicly available information. The Bryn Mawr board of directors considered WSFS’s strategic fit with Bryn Mawr, including concentration in Bryn Mawr’s markets, scale and quality in wealth management and investments in technology. The Bryn Mawr board of directors then adopted a resolution authorizing Mr. Leto to execute the non-binding indication of interest letter and authorizing officers of Bryn Mawr to conduct diligence with respect to WSFS and to confer with regulatory agencies regarding the potential business combination. Following the meeting of the Bryn Mawr board of directors, Mr. Leto communicated to Mr. Levenson the results of the meeting.

On February 6, 2021, the WSFS board of directors held a special meeting, to discuss the February 3, 2021 draft non-binding indication of interest letter in connection with a potential acquisition of Bryn Mawr. At the meeting, Mr. Levenson provided an update on discussions with Mr. Leto about the potential acquisition and the approval by the Bryn Mawr board of directors of the non-binding indication of interest letter. Members of WSFS management discussed the financial terms of the potential transaction, including the proposed exchange ratio of 0.90 shares of WSFS common stock, with the WSFS board of directors. The WSFS board of directors then approved the terms provided in the February 3, 2021 draft non-binding indication of interest letter and authorized

72
 

Mr. Levenson to execute such letter and to continue discussions and diligence with respect to the potential acquisition of Bryn Mawr. On that same date, Bryn Mawr and WSFS entered into a non-binding indication of interest providing for the same terms as the February 3, 2021 draft non-binding indication of interest letter.

Beginning on February 8, 2021 and continuing through March 9, 2021, Messrs. Leto and Levenson had regular telephonic meetings to discuss their respective business plans, the potential integration of key business units, such as their wealth management businesses, the terms of the merger, the merger agreement and employee transition matters.

On February 10, 2021, the Bryn Mawr board of directors held a special meeting that representatives of management also attended. Mr. Leto provided an update regarding the proposed transaction with WSFS, including the due diligence review and the status of employee transition matters.

Beginning on February 11, 2021 and continuing through February 19, 2021, various working groups from Bryn Mawr and WSFS, including information technology, operations, retail, contact center, credit, human resources, marketing, wealth management, audit, treasury, capital markets, loan operations, insurance, tax, compliance, legal and risk management, met virtually to conduct due diligence relating to the proposed transaction. Representatives of KBW and Piper Sandler also attended these meetings.

 

On February 18, 2021, Covington & Burling provided Bryn Mawr and Squire Patton Boggs with an initial draft of the merger agreement. Between February 18 and March 9, 2021, Squire Patton Boggs and Covington & Burling exchanged drafts of the merger agreement and other transaction documents, including voting agreements to be entered into by each of the directors and each of the executive officers of Bryn Mawr, and the two firms and the respective management teams worked towards finalizing the terms and conditions of the transaction. In addition, Covington & Burling, Squire Patton Boggs and independent counsel for certain Bryn Mawr executive officers exchanged drafts of the letter agreements to be entered into between such Bryn Mawr executive officers and WSFS in connection with the execution of the merger agreement. During this period, Bryn Mawr and WSFS also continued their reciprocal due diligence efforts.

From February 22 through February 25, 2021, multiple working groups from each of the Bryn Mawr and WSFS management teams attended virtual follow-up due diligence meetings. Bryn Mawr and WSFS provided information regarding the following topics: corporate strategy, retail, commercial, finance, wealth, risk, legal, compliance, credit, insurance, customer complaint process and policy, contact center, taxes and information technology. Representatives of KBW and Piper Sandler also attended these meetings.

On February 23, 2021, representatives of Covington & Burling and Squire Patton Boggs met telephonically to discuss transaction structure and required regulatory filings. On that date, representatives of Bryn Mawr and WSFS conducted a site visit at Bryn Mawr’s Berwyn office, located at 1436 Lancaster Avenue, Berwyn, Pennsylvania 19312. On February 24, 2021 and February 25, 2021, representatives of Bryn Mawr and WSFS met telephonically to discuss litigation matters of the parties.

On February 25, 2021, the Bryn Mawr board of directors held a special meeting that was attended by representatives of management, Squire Patton Boggs and KBW. At that meeting, the representatives of Squire Patton Boggs discussed regulatory matters, including the regulatory posture of Bryn Mawr and WSFS in connection with the proposed transaction and required regulatory approvals. In addition, there was a discussion led by members of Bryn Mawr’s management regarding Bryn Mawr’s due diligence review of WSFS. The Bryn Mawr board of directors met in executive session.

At a regularly scheduled meeting of the WSFS board of directors on February 25, 2021, WSFS management provided the WSFS board of directors with an update on the due diligence review, negotiation of the various transaction documents and its ongoing evaluation of the potential financial impact the transaction would have on WSFS.

73
 

On March 2, 2021, representatives of Covington & Burling and Squire Patton Boggs met telephonically to negotiate the terms of the merger agreement. Among other matters that were negotiated, Covington & Burling and Squire Patton Boggs negotiated the provisions regarding required regulatory approvals, the circumstances in which the Bryn Mawr board of directors could change its recommendation and the conditions to closing applicable to the potential transaction. Thereafter, Bryn Mawr and WSFS, with the assistance of their legal and financial advisors, continued to negotiate the outstanding terms and provisions, and exchange drafts of, the merger agreement, the voting agreements and related transaction documents, including the letter agreements to be entered into by WSFS and certain Bryn Mawr executive officers.

On March 4, 2021, the Bryn Mawr board of directors held a special meeting that was attended by representatives of management, KBW and Squire Patton Boggs. The Bryn Mawr board of directors were provided with a set of meeting materials in advance of the meeting, including a presentation from Squire Patton Boggs and Bryn Mawr management on its due diligence review and evaluation of WSFS. At that meeting, Mr. Leto, members of Bryn Mawr’s executive management team and representatives of Squire Patton Boggs updated the Bryn Mawr board of directors on Bryn Mawr’s due diligence investigation of WSFS. The Bryn Mawr board of directors met immediately following this meeting in executive session to discuss the letter agreements to be entered into by WSFS and certain Bryn Mawr executive officers. Following this meeting, Bryn Mawr and WSFS, with the assistance of their legal and financial advisors, continued to negotiate the outstanding terms of the merger agreement, the voting agreements and related transaction documents.

On March 5, 2021, certain executive officers of Bryn Mawr executed their letter agreements with WSFS.

On March 8, 2021, the Bryn Mawr board of directors held a special meeting that was attended by representatives of Bryn Mawr management, KBW and Squire Patton Boggs to discuss the merger agreement and the proposed transaction. The Bryn Mawr board of directors were provided with a set of meeting materials in advance of the meeting, including the merger agreement, the voting agreements and a summary of the material terms of the merger agreement prepared by Squire Patton Boggs. Representatives of Squire Patton Boggs reviewed in detail with the Bryn Mawr board of directors the terms of the merger agreement. Representatives of KBW then provided a review of the financial aspects of the proposed transaction, which review included the preliminary financial analyses that KBW performed as Bryn Mawr’s financial advisor. Management of Bryn Mawr then discussed the communication plan, including the announcement, talking points and schedule. The Bryn Mawr board of directors met in executive session immediately following this meeting to discuss the letter agreements to be entered into by WSFS and certain Bryn Mawr executive officers.

On March 9, 2021, the Bryn Mawr board of directors held a special meeting to consider the approval of the merger agreement and the transactions contemplated by the merger agreement. Members of Bryn Mawr’s executive management team, as well as representatives of Squire Patton Boggs and KBW, were also in attendance. The Bryn Mawr board of directors were provided with a set of meeting materials in advance of the meeting, including the merger agreement, the voting agreements, and a financial presentation provided by KBW. Representatives of Squire Patton Boggs provided a detailed review of the proposed resolutions approving the merger and transactions related to the merger, reminded the Bryn Mawr directors of their fiduciary duties and recited the fiduciary duty standard. At the meeting, KBW updated the Bryn Mawr board of directors regarding the financial aspects of the proposed transaction and rendered a written opinion, dated March 9, 2021, to the Bryn Mawr board of directors (a copy of which is attached to this joint proxy statement/prospectus as Annex C) to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Bryn Mawr common stock. Representatives of Squire Patton Boggs discussed the terms of the merger agreement, the voting agreements and related transaction documents with the Bryn Mawr board of directors, including the changes to the merger agreement since the meeting of the Bryn Mawr board of directors held on March 8, 2021.

74
 

After considering the proposed terms of the merger agreement and related transaction documents, and taking into consideration the matters discussed during that meeting and prior meetings of the Bryn Mawr board of directors, including the strategic alternatives discussed at those meetings and the factors described under the section of this joint proxy statement/prospectus entitled —Recommendation of the Bryn Mawr Board of Directors and Reasons for the Merger,” the Bryn Mawr board of directors determined that the merger, the merger agreement and the other transactions contemplated by the merger agreement were in the best interests of Bryn Mawr and Bryn Mawr shareholders, and the directors approved and adopted the merger agreement and the transactions contemplated by it.

On March 9, 2021, the WSFS board of directors met to consider the proposed transaction. Members of the WSFS executive management team, as well as representatives of Covington & Burling and Piper Sandler were also in attendance as the WSFS board of directors considered the approval of the merger agreement and the transactions contemplated by the merger agreement. The WSFS board of directors were provided with a set of meeting materials in advance of the meeting, including the merger agreement, a summary of the material terms of the merger agreement prepared by Covington & Burling, the voting agreements, drafts of the resolutions approving the merger and transactions related to the merger, including the letter agreements to be entered into with certain Bryn Mawr executive officers, a presentation from WSFS executive management on its due diligence review and evaluation of Bryn Mawr, and a financial presentation provided by Piper Sandler. At the meeting, Piper Sandler reviewed with the WSFS board of directors its financial analysis of the merger and rendered its oral opinion to the WSFS board of directors, which was subsequently confirmed in writing (a copy of which is attached to this joint proxy statement/prospectus as Annex D), to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered, and certain qualifications and limitations on the review undertaken by Piper Sandler, the merger consideration to be paid pursuant to the merger agreement was fair, from a financial point of view, to WSFS. Representatives of Covington & Burling discussed with the WSFS board of directors their fiduciary duties to the WSFS stockholders in the context of the proposed transaction. Representatives of Covington & Burling also discussed the terms of the merger agreement and the voting agreements with the WSFS board of directors. Certain members of WSFS executive management discussed the due diligence review and communication plan for the announcement of the potential acquisition. The WSFS board of directors discussed with members of the WSFS executive management team, Piper Sandler and Covington & Burling the strategic benefits of acquiring Bryn Mawr, including Bryn Mawr’s position and operations in the Philadelphia market, the financial aspects of the transaction, Bryn Mawr’s asset management business and the proposed plan for integrating the two organizations.

After further discussion, including the consideration of the proposed terms of the merger agreement and the voting agreements, and the various presentations of its financial and legal advisors, and taking into consideration the matters discussed during that meeting and prior meetings of the WSFS board of directors, including the factors described under the section of this joint proxy statement/prospectus entitled “ —Recommendation of the WSFS Board of Directors and Reasons for the Mergers,” the WSFS board of directors determined that the mergers, the merger agreement and the other transactions contemplated by the merger agreement, including entering into letter agreements with certain Bryn Mawr executive officers, were in the best interests of WSFS and WSFS stockholders, and the directors approved and adopted the merger agreement and the transactions contemplated by it and determined to recommend that WSFS stockholders approve the merger agreement.

Following the conclusion of the meeting of the WSFS board of directors on March 9, 2021, Bryn Mawr and WSFS executed the merger agreement, each of the directors and each of the executive officers of Bryn Mawr executed the voting agreements with WSFS and certain executive officers of Bryn Mawr executed their letter agreements with WSFS. On March 10, 2021, WSFS and Bryn Mawr issued a joint press release announcing the execution of the merger agreement.

75
 

Bryn Mawr’s Reasons for the Mergers and Recommendations of the Bryn Mawr Board of Directors

After careful consideration, at a meeting held on March 9, 2021, the Bryn Mawr board of directors determined that the merger agreement, including the mergers and the other transactions contemplated thereby, is in the best interests of Bryn Mawr and its shareholders and approved and adopted the merger agreement and the transactions contemplated thereby.

In reaching its decision to approve the merger agreement, the mergers and the other transactions contemplated by the merger agreement and recommend that the Bryn Mawr shareholders vote “FOR” the Bryn Mawr merger proposal, the Bryn Mawr board of directors evaluated the merger agreement, the mergers and such other transactions in consultation with Bryn Mawr’s management, as well as Bryn Mawr’s financial and legal advisors, and considered a number of factors, including, without limitation, the following material factors:

·its knowledge of Bryn Mawr’s business, operations, regulatory and financial condition, asset quality, earnings, loan portfolio, capital and prospects both as an independent organization and as a part of a combined company with WSFS;
·its understanding of WSFS’s business, operations, regulatory and financial condition, asset quality, earnings, capital and prospects, taking into account presentations by senior management of its due diligence review of WSFS and publicly available information;
·the belief of the Bryn Mawr board of directors that significant growth in earnings is required for Bryn Mawr to be in a position to deliver a competitive return to its shareholders and that achieving such growth in earnings would require significant investment in both resources and time to achieve those results;
·its belief that the mergers will result in a more competitive banking franchise with strong capital ratios and an attractive funding base that has the potential to deliver a higher value to the Bryn Mawr shareholders as compared to Bryn Mawr continuing to operate as a stand- alone entity;
·the expanded possibilities, including organic growth and future acquisitions, that would be available to the combined company, given its larger size, asset base, capital, market capitalization and footprint;
·the nature of the merger consideration, which offers Bryn Mawr shareholders the opportunity to participate as stockholders of WSFS in the future performance of the combined company;
·the understanding of the Bryn Mawr board of directors that the merger will qualify as a “reorganization” under Section 368(a) of the Code and that, as a result, the Bryn Mawr shareholders will not recognize gain or loss with respect to their receipt of the stock portion of the merger consideration;
·the benefits to Bryn Mawr and its customers of operating as a larger organization, including enhancements in products and services, higher lending limits, and greater financial resources;
·the increasing importance of operational scale and financial resources in maintaining efficiency and remaining competitive over the long term and in being able to capitalize on technological developments that significantly impact industry competitive conditions;
·the expected social and economic impact of the mergers on the constituencies served by Bryn Mawr, including its borrowers, customers, depositors, employees and communities;
76
 
·the effects of the mergers on Bryn Mawr employees, including the prospects for continued employment in a larger organization and various benefits agreed to be provided to Bryn Mawr employees;
·the likelihood of realizing the strategic benefits of the proposed combination that the Bryn Mawr board of directors believes will result from the continuity provided to Bryn Mawr shareholders by the corporate governance aspects of the proposed combination, including the appointment of three current members of the Bryn Mawr board of directors, including Mr. Leto, upon the closing, as directors of WSFS and WSFS Bank;
·the understanding of the Bryn Mawr board of directors of the current and prospective environment in which Bryn Mawr and WSFS operate, including national and local economic conditions, the interest rate environment, increasing operating costs resulting from regulatory initiatives and compliance mandates, and the competitive effects of the continuing consolidation in the banking industry;
·the belief that the mergers are likely to provide substantial value to Bryn Mawr shareholders;
·the ability of WSFS to complete the mergers from a financial and regulatory perspective;
·the low probability of securing a more attractive proposal from another institution capable of consummating the transaction;
·the low probability of Bryn Mawr completing a desirable acquisition in the near term;
·the opinion, dated March 9, 2021, of KBW to the Bryn Mawr board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Bryn Mawr common stock of the exchange ratio in the merger, which opinion was subject to and based on the various assumptions, considerations, qualifications and limitations, as more fully described below under “Opinion of Bryn Mawr’s Financial Advisor;” and
·the review of the Bryn Mawr board of directors with Squire Patton Boggs, its outside legal counsel, of the material terms of the merger agreement, including the board’s ability, under certain circumstances, to consider an unsolicited acquisition proposal and the nature of the covenants, representations and warranties and other termination provisions in the merger agreement.

The Bryn Mawr board of directors also considered a number of potential risks and uncertainties associated with the mergers in connection with its deliberation of the proposed transaction, including, without limitation, the following:

·the risk that the consideration to be paid to Bryn Mawr shareholders could be adversely affected by a decrease in the trading price of WSFS common stock during the pendency of the mergers;
·the potential risk of diverting management attention and resources from the operation of Bryn Mawr’s business and towards the completion of the mergers;
·the fact that the merger agreement restricts the conduct of Bryn Mawr’s business prior to the completion of the mergers which, subject to specific exceptions, could delay or prevent Bryn Mawr from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of Bryn Mawr absent the pending merger;
·the potential risks associated with achieving anticipated cost synergies and savings and successfully integrating Bryn Mawr’s business, operations and workforce with those of WSFS;
77
 
·the fact that the interests of certain of Bryn Mawr’s directors and executive officers may be different from, or in addition to, the interests of Bryn Mawr’s other shareholders;
·that, while Bryn Mawr expects that the mergers will be consummated, there can be no assurance that all conditions to the parties’ obligations to complete the merger agreement will be satisfied, including the risk that necessary regulatory approvals or Bryn Mawr or WSFS stockholder approval might not be obtained or may be delayed and, as a result, the mergers may not be consummated or may be delayed;
·the risk of potential employee attrition and/or adverse effects on business and customer relationships as a result of the pending mergers;
·certain anticipated merger-related costs;
·the fact that: (i) Bryn Mawr would be prohibited from affirmatively soliciting acquisition proposals after execution of the merger agreement; and (ii) Bryn Mawr would be obligated to pay to WSFS a termination fee of $37,725,000 if the merger agreement is terminated under certain circumstances, which may discourage other parties potentially interested in a strategic transaction with Bryn Mawr from pursuing such a transaction; and
·the possibility of litigation challenging the mergers, and its belief that any such litigation would be without merit.

The foregoing discussion of the information and factors considered by the Bryn Mawr board of directors is not intended to be exhaustive, but, rather, includes the material factors considered by the Bryn Mawr board of directors. In reaching its decision to approve the merger agreement, the mergers and the other transactions contemplated by the merger agreement, the Bryn Mawr board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Bryn Mawr board of directors considered all these factors as a whole and overall considered the factors to be favorable to, and support, its determination to approve the merger agreement.

It should be noted that this explanation of the Bryn Mawr board of directors’ reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

For the reasons set forth above, the Bryn Mawr board of directors approved the merger agreement and the transactions contemplated thereby, including the mergers, and recommends that the Bryn Mawr shareholders vote “FOR” the Bryn Mawr merger proposal, “FOR” the Bryn Mawr advisory proposal on specified compensation and “FOR” the Bryn Mawr adjournment proposal.

In connection with entering into the merger agreement, each member of the board of directors of Bryn Mawr and each executive officer of Bryn Mawr, in their capacities as Bryn Mawr shareholders, have entered into the voting agreements. The voting agreements require, among other things, that the shareholder party thereto vote all of his or her shares of Bryn Mawr common stock in favor of the merger and the other transactions contemplated by the merger agreement and against alternative transactions and not to, directly or indirectly, assign, sell, transfer or otherwise dispose of their shares of Bryn Mawr common stock, subject to certain exceptions. For further information, please see the section entitled “The Merger Agreement—Voting Agreements.”

Opinion of Bryn Mawr’s Financial Advisor

Bryn Mawr engaged KBW to render financial advisory and investment banking services to Bryn Mawr, including an opinion to the Bryn Mawr board of directors as to the fairness, from a financial point of view, to the common shareholders of Bryn Mawr of the exchange ratio in the proposed merger. Bryn Mawr selected KBW

78
 

because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW attended the meeting of the Bryn Mawr board of directors held on March 9, 2021, at which the Bryn Mawr board of directors evaluated the proposed merger. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered to the Bryn Mawr board an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Bryn Mawr common stock. The Bryn Mawr board of directors approved the merger agreement at this meeting.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex C to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the Bryn Mawr board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of the exchange ratio in the merger to the holders of Bryn Mawr common stock. It did not address the underlying business decision of Bryn Mawr to engage in the merger or enter into the merger agreement or constitute a recommendation to the Bryn Mawr board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Bryn Mawr common stock or any shareholder or stockholder of any other entity as to how to vote in connection with the merger or any other matter, nor does it constitute a recommendation regarding whether or not any such shareholder or stockholder should enter into a voting, shareholders’ or affiliates’ agreement with respect to the merger or exercise any dissenters’ or appraisal rights that may be available to such shareholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of Bryn Mawr and WSFS and bearing upon the merger, including, among other things:

 

·a draft of the merger agreement dated March 7, 2021 (the most recent draft then made available to KBW);
·the audited financial statements and the Annual Reports on Form 10-K for the three fiscal years ended December 31, 2020 of Bryn Mawr;
·the audited financial statements and Annual Reports on Form 10-K for the three fiscal years ended December 31, 2020 of WSFS;
·certain regulatory filings of Bryn Mawr and WSFS and their respective subsidiaries, including the quarterly reports on Form FR Y-9C and call reports filed with respect to each quarter during the three-year period ended December 31, 2020;
79
 
·certain other interim reports and other communications of Bryn Mawr and WSFS to their respective shareholders or stockholders; and
·other historical financial information concerning the businesses and operations of Bryn Mawr and WSFS that was furnished to KBW by Bryn Mawr and WSFS or that KBW was otherwise directed to use for purposes of KBW’s analyses.

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

·the historical and current financial position and results of operations of Bryn Mawr and WSFS;
·the assets and liabilities of Bryn Mawr and WSFS;
·the nature and terms of certain other merger transactions and business combinations in the banking industry;
·a comparison of certain financial and stock market information for Bryn Mawr and WSFS with similar information for certain other companies the securities of which were publicly traded;
·financial and operating forecasts and projections of Bryn Mawr that were prepared by, and provided to KBW and discussed with KBW by, Bryn Mawr management and that were used and relied upon by KBW at the direction of Bryn Mawr management and with the consent of the Bryn Mawr board of directors;
·publicly available consensus “street estimates” of WSFS discussed with WSFS management that were used and relied upon by KBW based on such discussions, at the direction of Bryn Mawr management and with the consent of the Bryn Mawr board of directors;
·assumed long-term WSFS growth rates provided to KBW that were used and relied upon by KBW at the direction of Bryn Mawr management and with the consent of the Bryn Mawr board of directors; and
·estimates regarding certain pro forma financial effects of the merger on WSFS (including, without limitation, the cost savings and related expenses expected to result or be derived from the merger) provided to KBW that were used and relied upon by KBW based on KBW's discussions with WSFS management, at the direction of Bryn Mawr management and with the consent of the Bryn Mawr board of directors.

KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions held by the managements of Bryn Mawr and WSFS regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as KBW deemed relevant to its inquiry. KBW was not requested to, and did not, assist Bryn Mawr with soliciting indications of interest from third parties regarding a potential transaction with Bryn Mawr.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to it or that was publicly available and KBW did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon the management of Bryn Mawr as to the reasonableness and achievability of the financial and operating forecasts and projections of

80
 

Bryn Mawr referred to above (and the assumptions and bases therefor), and KBW assumed that such forecasts and projections were reasonably prepared and represented the best currently available estimates and judgments of such management and that such forecasts and projections would be realized in the amounts and in the time periods estimated by such management. KBW assumed that the assumed long-term WSFS growth rates and the estimates regarding certain pro forma financial effects of the merger on WSFS (including, without limitation, the cost savings and related expenses expected to result or be derived from the merger), as referred to above, were reasonably prepared and represented the best currently available estimates and judgments of WSFS management. KBW further assumed that the publicly available consensus “street estimates” of WSFS referred to above were consistent with the best currently available estimates and judgments of WSFS management. In all such cases, KBW also assumed that the forecasts, projections and estimates would be realized in the amounts and in the time periods estimated.

It is understood that the portion of the foregoing financial information of Bryn Mawr and WSFS that was provided to KBW was not prepared with the expectation of public disclosure and that all of the foregoing financial information, including the publicly available consensus “street estimates” of WSFS referred to above, was based on numerous variables and assumptions that are inherently uncertain (including, without limitation, factors related to general economic and competitive conditions and, in particular, assumptions regarding the ongoing COVID-19 pandemic) and, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the respective managements of Bryn Mawr and WSFS and with the consent of the Bryn Mawr board of directors, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. Among other things, such information assumed that the ongoing COVID-19 pandemic could have an adverse impact, which was assumed to be limited, on Bryn Mawr and WSFS. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

 

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either Bryn Mawr or WSFS since the date of the last financial statements of each such entity that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for credit losses on loans and leases and KBW assumed, without independent verification and with Bryn Mawr’s consent, that the aggregate allowances for credit losses on loans and leases for Bryn Mawr and WSFS are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of Bryn Mawr or WSFS, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of Bryn Mawr or WSFS under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as KBW’s view of the actual value of any companies or assets.

KBW assumed, in all respects material to its analyses:

·that the merger and any related transactions (including the bank merger) would be completed substantially in accordance with the terms set forth in the merger agreement (the final terms of which KBW assumed would not differ in any respect material to KBW’s analyses from the draft reviewed by KBW and referred to above) with no adjustments to the exchange ratio and with no other consideration or payments in respect of Bryn Mawr common stock;

·that the representations and warranties of each party in the merger agreement and in all related documents and instruments referred to in the merger agreement were true and correct;
81
 
·that each party to the merger agreement and all related documents would perform all of the covenants and agreements required to be performed by such party under such documents;

 

·that there were no factors that would delay or subject to any adverse conditions, any necessary regulatory or governmental approval for the merger or any related transaction (including the bank merger) and that all conditions to the completion of the merger and any related transaction would be satisfied without any waivers or modifications to the merger agreement or any of the related documents; and

 

·that in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the merger and any related transaction (including the bank merger), no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, would be imposed that would have a material adverse effect on the future results of operations or financial condition of Bryn Mawr, WSFS or the pro forma entity, or the contemplated benefits of the merger, including without limitation the cost savings and related expenses expected to result or be derived from the merger.

KBW assumed that the merger would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of Bryn Mawr that Bryn Mawr relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to Bryn Mawr, WSFS, the merger and any related transaction (including the bank merger), and the merger agreement. KBW did not provide advice with respect to any such matters.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of the opinion, of the exchange ratio in the merger to the holders of Bryn Mawr common stock. KBW expressed no view or opinion as to any other terms or aspects of the merger or any term or aspect of any related transaction (including the bank merger), including without limitation, the form or structure of the merger or any such related transaction, any consequences of the merger or any such related transaction to Bryn Mawr, its shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, shareholder or other agreements, arrangements or understandings contemplated or entered into in connection with the merger or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to KBW through the date of such opinion. There has been widespread disruption, extraordinary uncertainty and unusual volatility arising from the effects of the COVID-19 pandemic, including the effect of evolving governmental interventions and non-interventions. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

·the underlying business decision of Bryn Mawr to engage in the merger or enter into the merger agreement;
·the relative merits of the merger as compared to any strategic alternatives that are, have been or may be available to or contemplated by Bryn Mawr or the Bryn Mawr board of directors;
·the fairness of the amount or nature of any compensation to any of Bryn Mawr’s officers, directors or employees, or any class of such persons, relative to the compensation to the holders of Bryn Mawr common stock;
·the effect of the merger or any related transaction on, or the fairness of the consideration to be received by, holders of any class of securities of Bryn Mawr (other than the holders of Bryn Mawr common stock, solely with respect to the exchange ratio as described in KBW’s opinion and not relative to the consideration to be received by holders of any other class of securities) or holders of any class of securities of WSFS or any other party to any transaction contemplated by the merger agreement;
82
 
·the actual value of WSFS common stock to be issued in the merger;
·the prices, trading range or volume at which Bryn Mawr common stock or WSFS common stock would trade following the public announcement of the merger or the prices, trading range or volume at which WSFS common stock would trade following the consummation of the merger;
·any advice or opinions provided by any other advisor to any of the parties to the merger or any other transaction contemplated by the merger agreement; or
·any legal, regulatory, accounting, tax or similar matters relating to Bryn Mawr, WSFS, their respective shareholders or stockholders, or relating to or arising out of or as a consequence of the merger or any related transaction (including the bank merger), including whether or not the merger would qualify as a tax-free reorganization for United States federal income tax purposes.

In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, Bryn Mawr and WSFS. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, KBW’s opinion was among several factors taken into consideration by the Bryn Mawr board of directors in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the Bryn Mawr board of directors with respect to the fairness of the exchange ratio. The type and amount of consideration payable in the merger were determined through negotiation between Bryn Mawr and WSFS and the decision of Bryn Mawr to enter into the merger agreement was solely that of the Bryn Mawr board of directors.

The following is a summary of the material financial analyses presented by KBW to the Bryn Mawr board of directors in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the Bryn Mawr board of directors, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

For purposes of the financial analyses described below, KBW utilized an implied transaction value for the merger of $49.38 per outstanding share of Bryn Mawr common stock, or approximately $993,193.0 thousand in the aggregate (inclusive of the implied value of in-the-money Bryn Mawr’s stock options), based on the 0.9000x exchange ratio in the proposed merger and the closing price of WSFS common stock on March 8, 2021.

83
 

In addition to the financial analyses described below, KBW reviewed with the Bryn Mawr board of directors for informational purposes, among other things, an implied transaction multiple for the proposed merger (based on the implied transaction value for the merger of $49.38 per outstanding share of Bryn Mawr common stock) of 17.0x Bryn Mawr’s estimated calendar year 2022 earnings per share, or EPS, taken from publicly available consensus “street estimates” for Bryn Mawr and 16.8x Bryn Mawr’s estimated calendar year 2022 EPS using financial and operating forecasts and projections of Bryn Mawr that were provided to KBW by Bryn Mawr management.

Bryn Mawr Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market performance of Bryn Mawr to 19 selected major exchange-traded U.S. banks in the Mid-Atlantic with total assets between $3 billion and $10 billion. Merger targets and Puerto Rico banks were excluded from the selected companies.

The selected companies were as follows:

 

  Amalgamated Bank
  Arrow Financial Corporation
  CNB Financial Corporation
  ConnectOne Bancorp, Inc.
  Financial Institutions, Inc.
  First Commonwealth Financial Corporation
  First of Long Island Corporation
  Flushing Financial Corporation
  Kearny Financial Corp.
  Lakeland Bancorp, Inc.
  Metropolitan Bank Holding Corp.
  Northfield Bancorp, Inc.
  Peapack-Gladstone Financial Corporation
  Republic First Bancorp, Inc.
  S&T Bancorp, Inc.
  Tompkins Financial Corporation
  TriState Capital Holdings, Inc.
  TrustCo Bank Corp NY
  Univest Financial Corporation

 

To perform this analysis, KBW used profitability and other financial information (to the extent publicly available) for the latest 12 months, which we refer to as LTM (or, in the case of dividend yield, most recent completed fiscal quarter annualized) available or as of the end of such period and market price information as of March 8, 2021. KBW also used 2021 and 2022 EPS estimates taken from publicly available consensus “street estimates” for Bryn Mawr and the selected companies. Certain financial data prepared by KBW, and as referenced in the tables presented below, may not correspond to the data presented in Bryn Mawr’s historical financial statements, or the data prepared by Piper Sandler presented under the section “The Mergers—Opinion of WSFS’s Financial Advisor,” as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

 

KBW’s analysis showed the following concerning the financial performance of Bryn Mawr and the selected companies:

   Selected Companies 
   Bryn
Mawr
   25th
Percentile
   Median   Average   75th
Percentile
 
LTM Core Return on Average Assets(1)   0.69%   0.66%   0.83%   0.79%   0.95%
LTM Core Return on Average Equity(1)   5.79%   6.38%   7.78%   8.08%   10.28%
LTM Core Return on Average Tangible Common Equity(1)   8.64%   6.80%   10.10%   9.32%   11.52%
LTM Core Pre-Tax Pre-Provision Return on Average Assets(2)   1.71%   1.27%   1.43%   1.41%   1.69%
LTM Net Interest Margin   3.16%   2.63%   3.09%   2.92%   3.28%

84
 

   Selected Companies 
   Bryn
Mawr
   25th
Percentile
   Median   Average   75th
Percentile
 
LTM Fee Income / Revenue Ratio   35.6%   10.0%   16.1%   17.6%   25.4%
LTM Efficiency Ratio   61.2%   60.0%   58.3%   58.1%   53.4%

 

(1)Core income excluded extraordinary items, non-recurring items, gains/losses on sale of securities and amortization of intangibles as calculated by S&P Global Market Intelligence.
(2)Income before taxes excluding provision for loan losses and extraordinary items, excluding gain on the sale of available for sale securities, amortization of intangibles, goodwill and nonrecurring items.

KBW’s analysis showed the following concerning the financial condition of Bryn Mawr and, to the extent publicly available, the selected companies:

           Selected Companies 
   Bryn
Mawr
   25th
Percentile
   Median   Average   75th
Percentile
 
Tangible Common Equity / Tangible Assets   8.09%   7.67%   8.40%   8.53%   9.25%
Leverage Ratio   9.04%   8.31%   8.75%   9.13%   9.47%
Total Capital Ratio   15.55%   13.50%   14.29%   15.03%   15.31%
Loans / Deposits   82.9%   81.9%   90.9%   88.7%   95.4%
Loan Loss Reserve / Loans   1.48%   1.00%   1.17%   1.14%   1.38%
Nonperforming Assets / Loans + OREO(1)   0.34%   0.99%   0.67%   0.81%   0.30%
LTM Net Charge-offs / Average Loans   0.32%   0.20%   0.06%   0.18%   0.02%

 

(1)NPAs included nonaccrual loans, accruing troubled debt restructured loans, loans 90+ days past due, and other real estate owned as defined by S&P Global Market Intelligence.

 

In addition, KBW’s analysis showed the following concerning the market performance of Bryn Mawr and the selected companies (excluding the impact of the 2021 estimated EPS and 2022 estimated EPS multiples for one of the selected companies, which multiples were considered to be not meaningful because they were greater than 30.0x):

         
       Selected Companies 
   Bryn
Mawr
   25th
Percentile
   Median   Average   75th
Percentile
 
One-Year Stock Price Change   27.3%   11.8%   21.5%   22.2%   31.3%
Year-To-Date Stock Price Change   41.3%   24.1%   36.0%   32.9%   41.2%
Price / Tangible Book Value per Share   2.05x   1.23x   1.36x   1.44x   1.64x
Price / 2021 EPS Estimate   15.8x   11.8x   13.5x   13.9x   15.4x
Price / 2022 EPS Estimate   14.9x   11.3x   12.6x   12.7x   13.8x
Dividend Yield   2.5%   1.5%   2.8%   2.3%   3.1%
2021 Dividend Payout Ratio   39.5%   17.5%   40.2%   31.3%   43.6%
                          

 

It was also noted in KBW’s analysis that the 2021 estimated EPS and 2022 estimated EPS multiples for Bryn Mawr would be 16.0x and 14.7x, respectively, using financial and operating forecasts and projections of Bryn Mawr that were provided to KBW by Bryn Mawr management.

85
 

No company used as a comparison in the above selected companies analysis is identical to Bryn Mawr. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

WSFS Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market performance of WSFS to 14 selected major exchange-traded U.S. banks in the Mid-Atlantic and Virginia with total assets between $10 billion and $30 billion. Puerto Rico banks were excluded from the selected companies.

 

The selected companies were as follows:

 

  Atlantic Union Bankshares Corporation
  Community Bank System, Inc.
  Customers Bancorp, Inc.
  Dime Community Bancshares, Inc.
  Eagle Bancorp, Inc.
  Fulton Financial Corporation
  Investors Bancorp, Inc.
  NBT Bancorp Inc.
  Northwest Bancshares, Inc.
  OceanFirst Financial Corp.
  Provident Financial Services, Inc.
  Sandy Spring Bancorp, Inc.
  Sterling Bancorp
  TowneBank
   

To perform this analysis, KBW used profitability and other financial information for the latest 12 months (or, in the case of dividend yield, most recent completed fiscal quarter annualized) available or as of the end of such period and market price information as of March 8, 2021. KBW also used 2021 and 2022 EPS estimates taken from publicly available consensus “street estimates” for WSFS and the selected companies. Financial information for Dime Community Bancshares, Inc. was adjusted for an announced pending acquisition. Certain financial data prepared by KBW, and as referenced in the tables presented below, may not correspond to the data presented in WSFS’s historical financial statements, or the data prepared by Piper Sandler presented under the section “The Mergers—Opinion of WSFS’s Financial Advisor,” as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of WSFS and the selected companies:

   Selected Companies 
   WSFS   25th
Percentile
   Median   Average   75th
Percentile
 
LTM Core Return on Average Assets(1)   0.84%   0.78%   0.88%   0.94%   1.06%
LTM Core Return on Average Equity(1)   5.99%   6.63%   8.80%   8.29%   9.61%
LTM Core Return on Average Tangible Common Equity(1)   8.62%   9.43%   11.84%   11.41%   12.88%
LTM Core Pre-Tax Pre-Provision Return on Average Assets(2)   2.22%   1.41%   1.60%   1.67%   1.90%
LTM Net Interest Margin   3.95%   2.99%   3.20%   3.13%   3.30%
LTM Fee Income / Revenue Ratio   26.6%   12.8%   17.9%   21.1%   26.1%
LTM Efficiency Ratio   54.0%   58.1%   56.9%   54.4%   52.3%

 

(1)Core income excluded extraordinary items, non-recurring items, gains/losses on sale of securities and amortization of intangibles as calculated by S&P Global Market Intelligence.
(2)Income before taxes excluding provision for loan losses and extraordinary items, excluding gain on the sale of available for sale securities, amortization of intangibles, goodwill and nonrecurring items

86
 

KBW’s analysis also showed the following concerning the financial condition of WSFS and the selected companies:

   Selected Companies 
   WSFS   25th
Percentile
   Median   Average   75th
Percentile
 
Tangible Common Equity / Tangible Assets   8.98%   8.29%   8.54%   8.55%   9.48%
Leverage Ratio   9.76%   8.93%   9.37%   9.40%   10.14%
Total Capital Ratio   13.76%   14.08%   14.80%   15.02%   15.62%
Loans / Deposits   76.1%   83.5%   90.7%   94.4%   102.7%
Loan Loss Reserves / Loans   2.48%   0.97%   1.23%   1.20%   1.45%
Nonperforming Assets / Loans + OREO(1)   0.66%   1.09%   0.86%   0.79%   0.53%
LTM Net Charge-offs / Average Loans   0.09%   0.25%   0.08%   0.17%   0.05%
                          

(1)NPAs included nonaccrual loans, accruing troubled debt restructured loans, loans 90+ days past due, and other real estate owned as defined by S&P Global Market Intelligence.

 

In addition, KBW’s analysis showed the following concerning the market performance of WSFS and the selected companies:

       Selected Companies 
   WSFS   25th
Percentile
   Median   Average   75th
Percentile
 
One-Year Stock Price Change   61.6%   23.4%   27.2%   32.3%   44.3%
Year-To-Date Stock Price Change   22.3%   26.7%   30.3%   31.9%   34.4%
Price / Tangible Book Value per Share   2.11x   1.52x   1.64x   1.75x   1.83x
Price / 2021 EPS Estimate   16.3x   12.3x   14.5x   14.1x   15.2x
Price / 2022 EPS Estimate   15.3x   11.3x   13.6x   14.0x   15.3x
Dividend Yield   0.9%   2.2%   2.8%   2.7%   3.1%
2021 Dividend Payout Ratio   14.3%   35.2%   39.7%   38.8%   47.0%
                          

No company used as a comparison in the above selected companies analysis is identical to WSFS. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

 

Selected Transactions Analysis. KBW reviewed publicly available information related to 18 selected U.S. bank transactions announced since January 1, 2018 with announced deal values between $500 million and $2 billion.

The 18 selected transactions in this group were as follows:

Acquiror Acquired Company
SVB Financial Group Boston Private Financial Holdings, Inc.
Pacific Premier Bancorp, Inc. Opus Bank
FB Financial Corporation Franklin Financial Network, Inc.
United Bankshares, Inc. Carolina Financial Corporation
People’s United Financial, Inc. United Financial Bancorp, Inc.
Valley National Bancorp Oritani Financial Corp.
Ameris Bancorp Fidelity Southern Corporation

87
 

Acquiror Acquired Company
CenterState Bank Corporation National Commerce Corporation
Union Bankshares Corporation Access National Corporation
Independent Bank Corp. Blue Hills Bancorp, Inc.
WSFS Financial Corporation Beneficial Bancorp, Inc.
Veritex Holdings, Inc. Green Bancorp, Inc.
People’s United Financial, Inc. First Connecticut Bancorp, Inc.
BOK Financial Corporation CoBiz Financial Inc.
Independent Bank Group, Inc. Guaranty Bancorp
Cadence Bancorporation State Bank Financial Corporation
CVB Financial Corp. Community Bank
Pacific Premier Bancorp, Inc. Grandpoint Capital, Inc.

KBW also reviewed publicly available information related to the following seven selected U.S. bank transactions announced since January 1, 2020 with announced deal values greater than $500 million.

Acquiror Acquired Company
M&T Bank Corporation People’s United Financial, Inc.
SVB Financial Group Boston Private Financial Holdings, Inc.
Huntington Bancshares Incorporated TCF Financial Corporation
PNC Financial Services Group, Inc. BBVA USA Bancshares, Inc.
Pacific Premier Bancorp, Inc. Opus Bank
South State Corporation CenterState Bank Corporation
FB Financial Corporation Franklin Financial Network, Inc.

For each selected transaction, KBW derived the following implied transaction statistics, in each case based on the transaction consideration value paid for the acquired company and using financial data based on the acquired company’s then latest publicly available financial statements prior to the announcement of the respective transaction and, to the extent publicly available, one year forward estimated EPS prior to the announcement of the respective transaction:

·Price per common share to tangible book value per share of the acquired company (in the case of one selected transaction involving a private acquired company, this transaction statistic was calculated as total transaction consideration divided by total tangible common equity);
·Price per common share to LTM EPS of the acquired company (in the case of one selected transaction involving a private acquired company, this transaction statistic was calculated as total transaction consideration divided by last 12 months net income);
·Price per common share to estimated EPS of the acquired company for the first full year after the announcement of the respective transaction, referred to as Forward EPS, in the selected transactions in which consensus “street estimates” for the acquired company were available at announcement (consensus “street estimates” were not available for the CVB Financial Corp. /Community Bank, Pacific Premier Bancorp, Inc./Grandpoint Capital, Inc., PNC Financial Services Group, Inc./BBVA USA Bancshares, Inc. and FB Financial Corporation/Franklin Financial Network, Inc. selected transactions); and
·Tangible equity premium to core deposits (total deposits less time deposits greater than $100,000) of the acquired company, referred to as core deposit premium.

88
 

KBW also reviewed the price per common share paid for the acquired company for the selected transactions involving publicly traded acquired companies (which included all but BBVA USA Bancshares, Inc.) as a premium/(discount) to the closing stock price of the acquired company one day prior to the announcement of the acquisition (expressed as a percentage and referred to as the one day market premium). The resulting transaction statistics for the selected transactions were compared with the corresponding transaction statistics for the proposed merger based on the implied transaction value for the merger of $49.38 per outstanding share of Bryn Mawr common stock and using historical financial information for Bryn Mawr as of December 31, 2020, Bryn Mawr’s estimated calendar year 2021 EPS taken from publicly available consensus “street estimates” and the closing prices of Bryn Mawr common stock on March 8, 2021.

The results of the analysis based on the above-listed 18 selected U.S. bank transactions announced since January 1, 2018 with announced deal values between $500 million and $2 billion are set forth in the following table (excluding the impact of the LTM EPS multiples for three of the transactions and the Forward EPS multiple for one of the selected transactions, which multiples were considered to be not meaningful because they were greater than 30.0x):

       Selected Transactions   
   WSFS /
Bryn
Mawr
   25th
Percentile
   Median   Average   75th
Percentile
 
Price / Tangible Book Value per Share   2.35x   1.55x   1.95x   2.02x   2.46x
Price / LTM EPS   30.3x   17.4x   20.7x   20.2x   22.6x
Price / Forward EPS   18.1x   14.9x   15.6x   16.0x   17.1x
Core Deposit Premium   13.7%   9.0%   16.5%   15.6%   20.9%
One-Day Market Premium   14.2%   4.6%   14.8%   14.2%   19.2%

 

The results of the analysis based on the above-listed seven selected U.S. bank transactions announced since January 1, 2020 with announced deal values greater than $500 million are set forth in the following table (excluding the impact of the LTM EPS multiples for two of the selected transactions, which multiples were considered to be not meaningful because they were greater than 30.0x or less than 0.0x):

 

       Selected Transactions 
   WSFS /
Bryn
Mawr
   25th
Percentile
   Median   Average   75th
Percentile
 
Price / Tangible Book Value per Share   2.35x   1.36x   1.48x   1.50x   1.58x
Price / LTM EPS   30.3x   13.7x   16.6x   18.1x   21.5x
Price / Forward EPS   18.1x   13.7x   14.2x   14.5x   14.8x
Core Deposit Premium   13.7%   4.4%   5.4%   6.1%   6.4%
One-Day Market Premium   14.2%   9.1%   11.4%   12.7%   14.1%


It was also noted in KBW’s analysis that the Forward EPS multiple for proposed merger would be 18.2x, using financial and operating forecasts and projections of Bryn Mawr that were provided to KBW by Bryn Mawr management.

No company or transaction used as a comparison in the above selected transaction analysis is identical to Bryn Mawr or the proposed merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

89
 

Relative Contribution Analysis. KBW analyzed the relative standalone contribution of WSFS and Bryn Mawr to various pro forma balance sheet and income statement items and the combined market capitalization of the combined entity. This analysis did not include purchase accounting adjustments or cost savings. To perform this analysis, KBW used (i) balance sheet data for WSFS and Bryn Mawr as of December 31, 2020, (ii) publicly available consensus “street estimates” for WSFS and Bryn Mawr, (iii) financial and operating forecasts and projections of Bryn Mawr that were provided by Bryn Mawr management, and (iv) market price information as of March 8, 2021. The results of KBW’s analysis are set forth in the following table, which also compares the results of KBW’s analysis with the implied pro forma ownership percentages of WSFS’s stockholders and Bryn Mawr’s shareholders in the combined company based on the 0.9000x exchange ratio provided for in the merger agreement:

 

   WSFS
% of Total
   Bryn Mawr
% of Total
 
Ownership at 0.9000x merger exchange ratio:   72%   28%
Market Information:          
Pre-Transaction Market Capitalization   75%   25%
Balance Sheet:          
Assets   73%   27%
Gross Loans Held for Investment   71%   29%
Deposits   73%