As previously announced, Bryn Mawr Bank Corporation (NASDAQ:BMTC)
(“BMBC”), the parent company of The Bryn Mawr Trust Company
(“BMT”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”) dated January 30, 2017, with Royal Bancshares of
Pennsylvania, Inc. (NASDAQ:RBPAA) (“RBPI”), the parent company of
Royal Bank America (“RBA”), pursuant to which RBPI will merge with
and into BMBC (the “Merger”), and thereafter RBA will be merged
with and into BMT. BMBC and RBPI are pleased to announce that
on November 30, 2017, the Merger was approved by the Federal
Reserve Board, which was the final regulatory approval necessary to
complete the Merger. The Federal Reserve approval provides
that the transaction may close upon expiration of a standard
fifteen-day waiting period. Accordingly, the Merger is
expected to close in December 2017, subject to satisfaction of
customary closing conditions.
Frank Leto, President and CEO of BMBC said, “We are excited to
have finally reached this important milestone. We believe
that the combination of our two organizations will allow us to
continue to deliver high value products and services to consumers
and businesses in the area. This acquisition strengthens BMT’s
position as the largest community bank in Philadelphia’s western
suburbs and, based on deposits, the 8th largest community bank
headquartered in Pennsylvania, adding approximately $575 million in
loans and $630 million in deposits. The acquisition expands
the Corporation's distribution network and provides entry into
attractive markets in Philadelphia and New Jersey.”
Kevin Tylus, President and CEO of RBPI added, “Royal Bank is
extremely pleased that final approval for the Merger has been
received. Moving forward means that our shareholders, customers and
many employees will have the opportunity to join the much admired
Bryn Mawr Trust organization. The complimentary cultures and proven
successes of both companies will now combine to offer more to our
dynamic markets and broaden our position in existing and new
markets.
Forward-looking Statements
This filing contains statements which, to the extent that they
are not recitations of historical fact may constitute
forward-looking statements for purposes of the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as
amended. Such forward-looking statements may include financial and
other projections as well as statements regarding BMBC’s and RBPI’s
future plans, objectives, performance, revenues, growth, profits,
operating expenses or BMBC’s or RBPI’s underlying assumptions. The
words “may,” “would,” “should,” “could,” “will,” “likely,”
“possibly,” “expect,” “anticipate,” “intend,” “indicate,”
“estimate,” “target,” “potentially,” “promising,” “probably,”
“outlook,” “predict,” “contemplate,” “continue,” “plan,”
“forecast,” “project,” “are optimistic,” “are looking,” “are
looking forward” and “believe” or other similar words and phrases
may identify forward-looking statements. Persons reading this
filing are cautioned that such statements are only predictions, and
that BMBC’s and RBPI’s actual future results or performance may be
materially different.
Such forward-looking statements involve known and unknown risks
and uncertainties. A number of factors could cause actual results,
events or developments, or industry results, to be materially
different from any future results, events or developments
expressed, implied or anticipated by such forward-looking
statements, and our business and financial condition and results of
operations could be materially and adversely affected. In addition
to factors previously disclosed in BMBC’s and RBPI’s reports filed
with the U.S. Securities and Exchange Commission (the “SEC”), such
factors include, among others, that closing conditions are not
satisfied in a timely manner or at all; that prior to the
completion of the transaction or thereafter, BMBC’s and RBPI’s
respective businesses may not perform as expected due to
transaction-related uncertainty or other factors; that the parties
are unable to successfully implement integration strategies;
reputational risks and the reaction of the companies’ customers to
the transaction; diversion of management time on merger-related
issues; the integration of acquired business with BMBC may take
longer than anticipated or be more costly to complete and that the
anticipated benefits, including any anticipated cost savings or
strategic gains may be significantly harder to achieve or take
longer than anticipated or may not be achieved. All
forward-looking statements and information set forth herein are
based on management’s current beliefs and assumptions as of the
date hereof and speak only as of the date they are made.
Neither BMBC nor RBPI undertakes to update forward-looking
statements.
For a complete discussion of the assumptions, risks and
uncertainties related to our business, you are encouraged to review
each company’s filings with the Securities and Exchange Commission,
including the most recent Annual Report on Form 10-K, as updated by
quarterly or other reports subsequently filed with the SEC.
Additional Information About the Merger and Where to
Find It
In connection with the proposed merger transaction, BMBC has
filed with the Securities and Exchange Commission a Registration
Statement on Form S-4, file number 333-216995, that includes a
Proxy Statement of RBPI, and a Prospectus of BMBC, as well as other
relevant documents concerning the proposed transaction.
Shareholders are urged to read the Registration Statement and the
Proxy Statement/Prospectus regarding the Merger and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information.
A free copy of the Proxy Statement/Prospectus, as well as other
filings containing information about BMBC and RBPI, may be obtained
at the SEC’s Internet site (http://www.sec.gov).
FOR MORE INFORMATION CONTACT:
Bryn Mawr Bank Corporation:Frank Leto, President,
CEO610-581-4730Mike Harrington, CFO610-526-2466
Royal Bancshares of Pennsylvania, Inc.:Kevin Tylus, President,
CEO610-677-2222Michael Thompson, CFO610-677-2216
Royal Bancshares of Pennsylvania, Inc. (NASDAQ:RBPAA)
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