BRYN MAWR, Pa., December 1, 2017 (GLOBE NEWSWIRE) — 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.
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).