WSFS Financial Corporation (NASDAQ: WSFS) and Beneficial Bancorp,
Inc. (NASDAQ: BNCL), jointly announced today the signing of a
definitive agreement whereby WSFS Financial Corporation (“WSFS”)
will combine with Beneficial Bancorp, Inc. (“Beneficial”), in a
transaction valued at approximately $1.5 billion.
Concurrently with the acquisition, Beneficial Bank, the wholly
owned subsidiary of Beneficial, will merge into WSFS Bank, a wholly
owned subsidiary of WSFS, creating the largest, premier,
locally-headquartered community bank for the Greater Delaware
Valley with the sixth-largest deposit market share. With
approximately $13 billion in assets and growing, WSFS will be the
only bank in the region with distinct market-share advantages,
including local market knowledge and decision-making, a
full-service product suite, the balance sheet to compete with
larger regional and national banks, and most importantly, an
ingrained culture of engaged Associates that bring to life WSFS’
mission of We Stand For Service in our daily delivery of stellar
Customer experiences.
WSFS Bank and Beneficial Bank share similar histories, missions,
heritages and footprints. WSFS Bank was founded as Wilmington
Savings Fund Society in Wilmington, Del. in 1832, for working
citizens to encourage thrift and to safeguard their savings.
Beneficial was founded in 1853 in Philadelphia, Pa., as
Beneficial Savings Fund Society to provide a safe and secure place
for immigrants to deposit their savings. Both banks offer retail,
commercial and mortgage products and each provide specialized
solutions that will round out the combined bank’s full service
product offerings. WSFS operates from 77 offices, including
60 banking offices, predominantly in Delaware and southeastern
Pennsylvania. Beneficial operates from 72 offices, including
61 banking offices, that are predominantly in the City of
Philadelphia and neighboring communities in southeastern
Pennsylvania and southern New Jersey.
“This is an historic combination,” said WSFS’ Chairman,
President and CEO Mark A. Turner, who will become WSFS’ Executive
Chairman on January 1, 2019. “As a native Philadelphian and a
lifelong resident of the Delaware Valley, I believe this
combination provides a compelling opportunity to serve our combined
markets as it fills a long-standing gap between big banks and
smaller community banks in this market. Together, we are poised and
positioned to serve Customers, to capture good market share, to
expand the reach of our proven successful business model, and to
deliver sustainable high performance for years to come.”
Gerard P. Cuddy, President and CEO of Beneficial said, “We
strongly believe there is value in partnering with WSFS and
combining the strengths of our institutions. This is a sound
decision for Beneficial, our stockholders, our employees and the
communities we serve. We are combining with WSFS because it
is an established institution with deep roots in the Delaware
Valley, shares our values, and has the utmost respect for
Beneficial’s legacy.”
“We are excited to be joining WSFS,” added Frank A. Farnesi,
Beneficial’s Chairman. “It’s a superior financial services
company that has consistently delivered outstanding value to its
stockholders. The combination of these two banking franchises
will create a financial powerhouse uniquely dedicated to the
customers and communities of the Delaware Valley.”
The combination is WSFS’ eighth acquisition since 2010,
including traditional banks and other fee-based businesses in
southeastern Pennsylvania and Delaware. WSFS’ proven track
record of successful integrations, combined with its strong organic
growth and purposeful expansion into the greater Delaware Valley,
has resulted in the creation of new jobs and significant community
and economic investments.
WSFS anticipates consolidating approximately 25% of the combined
physical banking offices over the next 12 to 24 months due to
geographic overlap, changing Customer needs and optimization
opportunities within the network. WSFS plans to reinvest an
incremental $32 million, or about 50% of the estimated cost savings
from the network optimization, into a five-year transformational
investment in technology and delivery systems. The delivery
transformation will produce a top-tier physical and digital
servicing platform that will significantly enhance customer
experiences across all business
lines.
“This partnership and our delivery transformation aligns with our
Strategic Plan,” said longtime Delaware Valley banker Rodger
Levenson, WSFS’ Executive Vice President and Chief Operating
Officer who will become President and CEO of WSFS on January 1,
2019. “Our combination with Beneficial creates the ideal
opportunity to transform WSFS’ Customer delivery and back office
systems that will secure our competitive edge in a fast-changing
financial services industry. This combination and the
complementary technological investment aligns with WSFS’ proven
strategy of accelerating investment spending over the short-term to
deliver superior long-term returns for WSFS Owners. Our
combined organization, with over 350 years of banking history,
better positions us to continue to serve and outperform for all of
our constituents, and vaults us past the $10 billion Dodd-Frank
threshold in an economical way.”
Under the terms of the agreement, which has been unanimously
approved by the boards of directors of both companies, stockholders
of Beneficial will receive 0.3013 shares of WSFS common stock and
$2.93 in cash for each share of Beneficial common stock.
Based on WSFS’ closing price as of August 7, 2018, the per share
value equates to $19.61 for Beneficial stockholders.
WSFS expects to incur pre-tax merger and restructuring costs
related to both the merger and transformation investments of
approximately $146 million and to achieve annual synergies of $68
million per year, once fully phased in by 2021. Approximately
$56 million of such synergies, or 37% of Beneficial’s year-to-date
2018 annualized non-interest expense, are anticipated to be derived
from non-branch operations and personnel costs, with the balance
stemming from both organizations as a part of the delivery
transformation initiative. The acquisition is expected to be
accretive to WSFS’ earnings per share in the first full year of
combined operations, excluding the one-time merger and
restructuring costs noted above, and 8% accretive once all
synergies are achieved in 2021, generating an internal rate of
return (IRR) of approximately 19%. The transaction is
expected to close during the first quarter of 2019.
Upon completion of the acquisition, Gerard P. Cuddy, President
and CEO of Beneficial, will become Vice Chairman of WSFS Bank and
will join the Boards of Directors of WSFS Financial and WSFS Bank
along with two mutually agreed upon current directors of
Beneficial’s Board.
Boenning & Scattergood, Inc. acted as financial advisor to
WSFS and its legal counsel was Covington & Burling LLP. Sandler
O’Neill + Partners, L.P acted as financial advisor to Beneficial
and its legal counsel was Kilpatrick Townsend & Stockton
LLP.
WSFS’ management team and Beneficial’s CEO Gerry Cuddy will host
a conference call at 10:00 AM ET on August 8, 2018, to discuss the
strategic combination. Interested parties may listen to this call
by dialing 1-877-312-5857 and using audience passcode #9450849.
Presentation slides for the conference call are available on the
Company’s investor relations page at
http://investors.wsfsbank.com/events-presentations. A rebroadcast
of the conference call will be available one hour after the
completion of the conference call, until Saturday, August 18, 2018,
by calling 1-855-859-2056 and using Conference ID #9450849.
About WSFS Financial CorporationWSFS Financial
Corporation is a multi-billion dollar financial services company.
Its primary subsidiary, WSFS Bank, is the oldest and largest
locally-managed bank and trust company headquartered in Delaware
and the Delaware Valley. As of June 30, 2018, WSFS Financial
Corporation had $7.11 billion in assets on its balance sheet and
$19.09 billion in assets under management and administration. WSFS
operates from 77 offices located in Delaware (46), Pennsylvania
(29), Virginia (1) and Nevada (1) and provides comprehensive
financial services including commercial banking, retail banking,
cash management and trust and wealth management. Other subsidiaries
or divisions include Christiana Trust, Christiana Trust of DE, WSFS
Wealth Investments, WSFS Wealth Client Management, Cypress Capital
Management, LLC, West Capital Management, Powdermill Financial
Solutions, Cash Connect®, WSFS Mortgage and Arrow Land Transfer.
Serving the Delaware Valley since 1832, WSFS Bank is one of the ten
oldest banks in the United States continuously operating under the
same name. For more information, please visit wsfsbank.com.
About Beneficial Bancorp, Inc.Beneficial is a
community-based, diversified financial services company providing
consumer and commercial banking services. Its principal subsidiary,
Beneficial Bank, has served individuals and businesses in the
Delaware Valley area since 1853. As of June 30, 2018, Beneficial
Bancorp has $5.77 billion in assets on its balance sheet.
Beneficial Bank is the oldest and largest bank headquartered in
Philadelphia, Pennsylvania, with 61 banking offices in the greater
Philadelphia and South New Jersey regions. Insurance services are
offered through Beneficial Insurance Services, LLC, which is a
wholly owned subsidiary of Beneficial Bank. Equipment leasing
services are offered through Beneficial Equipment Leasing
Corporation, which is a wholly owned subsidiary of Beneficial
Bank. For more information about Beneficial and Beneficial
Bank, please visit www.thebeneficial.com.
Important Additional Information will be Filed with the
SECThis press release does not constitute an offer to sell
or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval with respect to the proposed
acquisition by WSFS of Beneficial (the “Proposed Transaction”). No
offer of securities shall be made except by means of a prospectus
meeting the requirements of the Securities Act of 1933, as amended,
and no offer to sell or solicitation of an offer to buy shall be
made in any jurisdiction in which such offer, solicitation or sale
would be unlawful. In connection with the Proposed Transaction,
WSFS will file with the U.S. Securities and Exchange Commission
(the “SEC”) a Registration Statement on Form S-4 (the “Registration
Statement”) that will include a joint proxy statement of WSFS and
Beneficial and a prospectus of WSFS (the “Joint Proxy/Prospectus”),
and each of WSFS and Beneficial may file with the SEC other
relevant documents concerning the Proposed Transaction. The
definitive Joint Proxy/Prospectus will be mailed to stockholders of
WSFS and Beneficial. Stockholders are urged to read the
Registration Statement and Joint Proxy/Prospectus regarding the
Proposed Transaction carefully and in their entirety when they
become available and any other relevant documents filed with the
SEC by WSFS and Beneficial, as well as any amendments or
supplemental to those documents, because they will contain
important information about the Proposed Transaction. Free
copies of the Registration Statement and the Joint
Proxy/Prospectus, as well as other filings containing information
about WSFS and Beneficial, may be obtained at the SEC’s website
(http://www.sec.gov) when they are filed. You will also be able to
obtain these documents, when they are filed, free of charge, by
directing a request to WSFS Financial Corporation, WSFS Bank
Center, 500 Delaware Avenue, Wilmington, Delaware 19801 or by
directing a request to Beneficial Bancorp, Inc., Beneficial Bank
Place, 1818 Market Street, Philadelphia, Pennsylvania 19103.
Participants in the SolicitationWSFS,
Beneficial and certain of their respective directors, executive
officers and employees may be deemed to be participants in the
solicitation of proxies from the stockholders of WSFS or Beneficial
in respect of the Proposed Transaction. Information about WSFS’
directors and executive officers is available in its proxy
statement for its 2018 annual meeting of stockholders, which was
filed with the SEC on March 23, 2018, and information regarding
Beneficial’s directors and executive officers is available in its
proxy statement for its 2018 annual meeting of stockholders, which
was filed with the SEC on March 8, 2018. Information regarding the
persons who may, under the rules of the SEC, be deemed participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the Joint Proxy/Prospectus and other relevant
materials to be filed with the SEC when they become
available. Free copies of this document may be obtained as
described in the preceding paragraph.
Forward-Looking StatementsThis press release
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 expects its proposed acquisition of Beneficial to have
on the combined entity’s operations, financial condition, and
financial results, and WSFS’ expectations about its ability to
successfully integrate the combined businesses and the amount of
cost savings and overall operational efficiencies WSFS expects 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,” “expect,” “anticipate,” “plan,” “estimate,” “target,”
“project” 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 Beneficial) and are subject to risks and uncertainties
(which change over time) and other factors which could cause actual
results to differ materially from those currently anticipated. Such
risks and uncertainties include, but are not limited to, the
possibility that the proposed acquisition does not close when
expected or at all because required regulatory, stockholder or
other approvals and other conditions to closing are not received or
satisfied on a timely basis or at all, the failure to close for any
other reason, changes in WSFS’ share price before closing, that the
businesses of WSFS and Beneficial will not be integrated
successfully, that the cost savings and any synergies from the
proposed acquisition may not be fully realized or may take longer
to realize than expected, disruption from the proposed acquisition
making it more difficult to maintain relationships with employees,
customers or other parties with whom WSFS or Beneficial have
business relationships, diversion of management time on
merger-related issues, risks relating to the potential dilutive
effect of shares of WSFS common stock to be issued in the
transaction, the reaction to the transaction of the companies’
customers, employees and counterparties and other factors, many of
which are beyond the control of WSFS and Beneficial. We refer
you to the “Risk Factors” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” sections of WSFS’
Annual Report on Form 10-K for the year ended December 31, 2017,
the Annual Report on Form 10-K filed by Beneficial for the year
ended December 31, 2017 and any updates to those risk factors set
forth in WSFS’ and Beneficial’s Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and other filings, which have been
filed by WSFS and Beneficial 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 press release 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,
Beneficial 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 Beneficial 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.
|
Investor Relations Contact: Dominic C. Canuso |
(302)
571-6833 |
dcanuso@wsfsbank.com |
Media Contact: Jimmy A. Hernandez |
(302)
571-5254 |
jhernandez@wsfsbank.com |
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