Kroll Bond Rating Agency (KBRA) affirmed the ratings of WSFS
Financial Corporation (NASDAQ:WSFS, or WSFS) following the August
8, 2018, announcement to combine with Beneficial Bancorp, Inc.
(NASDAQ:BNCL, or “Beneficial”). Upon the close of the transaction,
Beneficial Bank, the wholly owned subsidiary of Beneficial, will
merge into WSFS Bank, a wholly owned subsidiary of WSFS. With a
“Stable Outlook” for WSFS, KBRA said it views the proposed
combination as “potentially favorable for WSFS’ creditors.” KBRA
also noted that the “strategic and financial rationale for the
proposed deal…is expected to leverage projected cost synergies” as
WSFS will reinvest $32 million, or about 50% of estimated cost
savings associated with the transaction, 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 of WSFS’ business lines.
“KBRA’s affirmation of our debt rating is indicative of the
thorough due diligence process we employed for this transaction,
our proven track record of successfully integrating recent
acquisitions and beating expected results, and the anticipated
financial value of the combination,” said Dominic C. Canuso, WSFS’
Executive Vice President and Chief Financial Officer.
KBRA’s ratings affirmation includes senior unsecured debt rating
of A- and subordinated debt rating of BBB+ for WSFS. It should be
noted that KBRA does not rate Beneficial.
WSFS’ acquisition of Beneficial is expected to close during the
first quarter of 2019 with a planned conversion and integration in
the third quarter of the same year.
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.
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) 571-6833dcanuso@wsfsbank.com
Media Contact:Jimmy A.
Hernandez(302) 571-5254jhernandez@wsfsbank.com
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