First Keystone Financial, Inc. Announces Agreement to Merge with Bryn Mawr Bank Corporation

Tue Nov 3, 2009 6:22pm EST
 
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MEDIA, Pa.--(Business Wire)--
First Keystone Financial, Inc. (the "Company") (NASDAQ:FKFS), the holding
company for First Keystone Bank, announced today that it has entered into a
definitive Agreement and Plan of Merger (the "Merger Agreement") with Bryn Mawr
Bank Corporation ("Bryn Mawr") (NASDAQ:BMTC), the holding company for The Bryn
Mawr Trust Company ("Bryn Mawr Trust"). Pursuantto the terms of the Merger
Agreement, the Company will be merged with and into Bryn Mawr Bank Corporation,
with Bryn Mawr Bank Corporation surviving the merger (the "Merger"). Concurrent
with the Merger, First Keystone Bank will merge with and into Bryn Mawr Trust,
with Bryn Mawr Trust being the surviving bank (the "Bank Merger"). 

Pursuant to the terms of the Merger Agreement, the Company`s shareholders will
receive a combination of 0.6973 shares of Bryn Mawr common stock plus $2.06 in
cash for each share of Company common stock that they own, in each case subject
to possible adjustment in the manner described in the Merger Agreement (which
will be included as an exhibit to the Current Report on Form 8-K to be filed by
the Company with the Securities and Exchange Commission on November 4, 2009).
Based on the 20 trading days ended October 30, 2009, the value of the
consideration to be received by the Company`s shareholders in the merger was
approximately $13.75 for each share of Company common stock. The actual value to
be received is subject to fluctuation due to, among other factors, the market
value of Bryn Mawr common stock at the time of closing. The transaction is
subject to regulatory approval and approval of the Company`s shareholders and is
expected to be consummated in the second quarter of 2010. 

Donald S. Guthrie, Chairman of the Board of the Company and First Keystone Bank
said, "We believe this transaction is in the best interests of our shareholders,
customers and the communities we serve. Bryn Mawr Bank Corporation is a premier
company, and a high performing, well-managed institution which will provide our
shareholders with significant upside potential on a long-term basis." Guthrie
continued, "We are pleased to offer our customers the expanded products and
services and larger branch network that will be provided upon our combination
with Bryn Mawr Bank Corporation. Much like First Keystone Financial, Bryn Mawr
Bank Corporation is a loyal corporate citizen focused on the vitality of the
communities they serve. We are very pleased to bring together two established
companies." 

About First Keystone Financial, Inc.: 

First Keystone Financial, Inc. is a $525 million asset financial services
company and is the parent holding company for First Keystone Bank. First
Keystone Bank is a federally-chartered savings bank headquartered in Media,
Pennsylvania with eight full-service branch offices in Delaware and Chester
Counties, Pennsylvania. 

First Keystone Financial, Inc. common stock is traded on the Nasdaq stock market
under the symbol "FKFS." Additional information about the Company is available
on the Company`s Web site at www.firstkeystoneonline.com. 

About Bryn Mawr Bank Corporation: 

Bryn Mawr Bank Corporation, including its wholly-owned subsidiary, The Bryn Mawr
Trust Company, which was founded in 1889, has $1.2 billion in corporate assets
and $2.7 billion in trust and investment assets under management,
administration, supervision and brokerage. Bryn Mawr Trust offers a full range
of personal and business banking services, consumer and commercial loans,
equipment leasing, mortgages, insurance, as well as wealth management services
including investment management, trust and estate administration, retirement
planning, custody services, and tax planning and preparation. Headquartered in
Bryn Mawr, Pennsylvania, Bryn Mawr Trust has nine full-service branches serving
residents and businesses in the suburbs of Philadelphia. It also maintains seven
limited service offices in adult life care communities. 

Cautionary Statement Regarding Forward-Looking Information:

This release contains forward-looking information about First Keystone
Financial, Inc., and the combined operations of First Keystone Financial, Inc.
and Bryn Mawr Bank Corporation after the completion of the transactions
described in the release that are intended to be covered by the safe harbor for
forward-looking statements provided by the Private Securities Litigation Reform
Act of 1995. Forward-looking statements are statements that are not historical
facts. These statements can be identified by the use of forward-looking
terminology such as "believe," "expect," "may," "will," "should," "project,"
"plan," "seek," "intend," or "anticipate" or the negative thereof or comparable
terminology, and include discussions of strategy, financial projections and
estimates and their underlying assumptions, statements regarding plans,
objectives, expectations or consequences of the transactions, and statements
about the future performance, operations, products and services of the companies
and their subsidiaries. Readers are cautioned not to place undue reliance on
these statements. 

First Keystone Financial`s and Bryn Mawr Corporation`s businesses and
operations, as well as their combined business and operations following the
completion of the transactions described in this release, are and will be
subject to a variety of risks, uncertainties and other factors. Consequently,
their actual results and experience may materially differ from those contained
in any forward-looking statements. Such risks, uncertainties and other factors
that could cause actual results and experience to differ from those projected
include, but are not limited to, the following: changes in current or future
market conditions; the amount of the Company`s delinquent and non-accrual loans,
troubled debt restructurings, other real estate owned and loan charge-offs; the
effects of competition, and of changes in laws and regulations on competition,
including industry consolidation and development of competing financial products
and services; interest rate movements; inability to achieve merger-related
synergies; difficulties in integrating distinct business operations, including
information technology difficulties; disruption from the transaction making it
more difficult to maintain relationships with customers and employees, and
challenges in establishing and maintaining operations in new markets;
volatilities in the securities markets; and deteriorating economic conditions.
The foregoing review of important factors should be read in conjunction with the
other cautionary statements that are included in each of First Keystone
Financial`s and Bryn Mawr Bank Corporation`s Annual Report on Form 10-K for the
fiscal year ended September 30, 2008 and December 31, 2008, respectively. See
"Additional Information About This Transaction" below. Neither First Keystone
Financial nor Bryn Mawr Bank Corporation makes any commitment to revise or
update any forward-looking statements in order to reflect events or
circumstances occurring or existing after the date any forward-looking statement
is made. 

Additional Information About This Transaction:

Bryn Mawr Bank Corporation intends to file a registration statement on Form S-4
in connection with the transaction, and First Keystone Financial intends to mail
a proxy statement/prospectus to its shareholders in connection with the
transaction. First Keystone Financial shareholders and investors are urged to
read the proxy statement/prospectus when it becomes available, because it will
contain important information about First Keystone Financial, Bryn Mawr Bank
Corporation and the transaction. You may obtain a free copy of the proxy
statement/prospectus (when it is available) as well as other filings containing
information about Bryn Mawr Bank Corporation, at the SEC's web site at
www.sec.gov. A free copy of the proxy statement/prospectus, and the filings with
the SEC that will be incorporated by reference in the proxy
statement/prospectus, may also be obtained from First Keystone Financial, by
directing the request to: 

Mr. Hugh J. Garchinsky
President and Chief Executive Officer
First Keystone Financial, Inc.
22 West Media Street
Media, Pennsylvania
(610) 565-6210 

First Keystone Financial and its respective executive officers and directors may
be deemed to be participants in the solicitation of proxies from the
shareholders of First Keystone Financial in favor of the transaction.
Information regarding the interests of the executive officers and directors of
First Keystone Financial in the transaction will be included in the proxy
statement/prospectus.

First Keystone Financial, Inc.
Mr. Hugh J. Garchinsky
President and Chief Executive Officer
610-565-6210
hgarchinsky@firstkeystone.com



Copyright Business Wire 2009

 

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