 |
Filed by Bryn Mawr Bank Corporation Commission File No. 001-35746 Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Form S-4 File No.: 333-216995
Subject Company: Royal Bancshares of Pennsylvania, Inc. Commission File No. 000-26366 |
Bryn Mawr Bank Corporation/Royal Bancshares of Pennsylvania, Inc. Merger
As previously announced, on January 31, 2017, Bryn Mawr Bank Corporation (“BMBC”) and Royal Bancshares of Pennsylvania, Inc. (“RBPI”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which RBPI will merge with and into BMBC (the “Merger”), and thereafter Royal Bank America, a Pennsylvania chartered bank and wholly owned subsidiary of RBPI, will be merged with and into The Bryn Mawr Trust Company, a Pennsylvania chartered bank and wholly owned subsidiary of BMBC. As a result of the Merger, the separate corporate existence of RBPI will cease and BMBC will continue as the surviving corporation in the Merger.
On April 14, 2017, BMBC and RBPI filed with the Securities and Exchange Commission (the “SEC”) a Proxy Statement/Prospectus on Form S-4 (SEC File No. 333-216995) that was declared effective by the SEC on April 18, 2017 (the “Proxy Statement/Prospectus”) in connection with the proposed Merger. The Proxy Statement/Prospectus was first mailed to the shareholders of RBPI on April 20, 2017.
As has previously been described in the Proxy Statement/Prospectus, following announcement of the Merger Agreement, a complaint (the “Lawsuit”) was filed in the United States District Court, Eastern District of Pennsylvania, against members of the RBPI board, BMBC and RBPI. The lawsuit, which is captioned Parshall v. Royal Bancshares of Pennsylvania, Inc., et al., Case No. 2:17-cv-01641-PBT, alleges class claims on behalf of all RBPI shareholders and is based on allegations of material misstatements and omissions in the Proxy Statement/Prospectus and violations of the Exchange Act. The lawsuit seeks, among other remedies, to enjoin the merger or, in the event the merger is completed, rescission of the merger or rescissory damages; to direct defendants to account for unspecified damages; and costs of the lawsuit, including attorneys’ and experts’ fees.
BMBC and RBPI have vigorously denied, and continue to vigorously deny, any wrongdoing or liability with respect to all claims asserted in the Lawsuit, including (i) that they have committed any violations of law, (ii) that they have acted improperly in any way, (iii) that they have any liability or owe any damages of any kind to any plaintiff in the Lawsuit, and (iv) that any additional disclosures (including the additional disclosures described herein) are required under any applicable rule, regulation, statute, or law. Rather, they are providing the additional disclosures set forth below in an effort to settle the Lawsuit in order to, among other things, (i) eliminate the burden, inconvenience, expense, risk, and distraction of further litigation, (ii) conclusively resolve all the claims that were or could have been asserted against them in the Lawsuit, and (iii) permit the Merger to proceed without risk of injunctive or other relief. Nothing in this document or in any stipulation of settlement or other document shall be deemed to be an admission of liability or wrongdoing by any defendant in the Lawsuit, nor shall anything in this document, or in any stipulation of settlement or other document, be deemed an admission of the materiality of any of the disclosures set forth herein. Notwithstanding the additional disclosures made herein, there can be no assurance that the Lawsuit will be settled, or, if settled, the terms of any such settlement.
These additional disclosures amend and supplement the Proxy Statement/Prospectus and should be read in conjunction with the disclosures contained therein. To the extent that information in this Current Report on Form 8-K differs from or updates information contained in the Proxy Statement/Prospectus, the Current Report on Form 8-K is more current. Capitalized terms used but not defined in the additional disclosures have the meanings given to them in the Proxy Statement/Prospectus.
Additional Disclosure Regarding Background and Negotiation of the Merger
The section entitled “Background of the Merger” beginning on page 74 of the Proxy Statement/Prospectus is hereby amended and supplemented as follows:
The following language is added at the end of the fifth paragraph on page 76 of the Proxy Statement/Prospectus.
“RBC was engaged by RBPI on December 9, 2016 as a second advisor to RBPI’s board of directors. RBPI’s board of directors deemed it advisable to engage RBC based on RBC’s extensive knowledge of the financial services industry in the Mid-Atlantic Region and its ability to answer questions from a different perspective. During the two years preceding its engagement, RBC did not provide any investment banking services to BMBC or to RBPI.”
Additional Information Regarding the Opinion of Our Financial Advisor
The section entitled “Opinion of RBPI’s Financial Advisor in Connection with the Merger” beginning on page 79 of the Proxy Statement/Prospectus is hereby amended and supplemented as follows:
The following table is added to page 84 of the Proxy Statement/Prospectus immediately after the table captioned “RBPI Comparable Company Analysis.”
Financial data as of December 31, 2016
Pricing data as of January 27, 2017
|
|
Balance Sheet |
Capital Position |
LTM Profitability |
Valuation | |||||||||||||
|
|
Price/ |
||||||||||||||||
|
Company |
Ticker |
Total |
Loans/ |
NPAs1/ |
TCE/ |
Leverage |
Total |
CRE/ |
ROAA |
ROAE |
Net |
Efficiency |
Tang. |
LTM |
Current |
LTM |
Market |
|
DNB Financial Corporation |
DNBF |
1,071 |
92.4 |
1.30 |
7.51 |
8.42 |
12.48 |
213.5 |
0.59 |
7.38 |
3.18 |
71.0 |
166 |
19.8 |
0.9 |
18.1 |
130 |
|
1st Constitution Bancorp |
FCCY |
1,055 |
90.6 |
0.62 |
8.73 |
10.56 |
12.67 |
200.9 |
0.90 |
8.99 |
3.92 |
63.4 |
148 |
15.6 |
1.2 |
4.6 |
135 |
|
Mid Penn Bancorp, Inc. |
MPB |
1,043 |
84.2 |
0.58 |
6.81 |
6.7 |
11.2 |
327.7 |
0.76 |
10.11 |
3.87 |
70.6 |
149 |
14.5 |
1.9 |
33.9 |
105 |
|
Howard Bancorp, Inc. |
HBMD |
1,027 |
101.6 |
1.23 |
8.10 |
8.36 |
10.83 |
299.6 |
0.55 |
6.15 |
3.73 |
77.5 |
140 |
23.1 |
0.0 |
0.0 |
156 |
|
Parke Bancorp, Inc. |
PKBK |
1,016 |
108.0 |
5.01 |
10.54 |
15.38 |
18.43 |
251.0 |
2.01 |
14.47 |
3.96 |
43.6 |
126 |
9.6 |
2.0 |
16.2 |
135 |
|
First Bank |
FRBA |
1,008 |
94.6 |
0.53 |
8.66 |
8.89 |
12.67 |
390.3 |
0.58 |
7.12 |
3.10 |
62.1 |
161 |
23.8 |
0.6 |
0.0 |
141 |
|
Two River Bancorp |
TRCB |
940 |
97.0 |
1.05 |
8.96 |
8.94 |
12.76 |
355.7 |
0.96 |
8.94 |
3.53 |
63.9 |
152 |
14.9 |
1.0 |
14.2 |
126 |
|
Malvern Bancorp, Inc. |
MLVF |
879 |
102.4 |
0.37 |
10.89 |
11.45 |
16.03 |
264.4 |
1.49 |
13.33 |
2.63 |
65.1 |
146 |
11.6 |
0.0 |
0.0 |
140 |
|
Sussex Bancorp |
SBBX |
847 |
105.2 |
1.05 |
6.78 |
8.98 |
11.99 |
431.5 |
0.72 |
9.60 |
3.37 |
68.7 |
174 |
17.7 |
0.8 |
13.4 |
100 |
|
CB Financial Services, Inc. |
CBFV |
834 |
100.2 |
0.92 |
9.84 |
10.12 |
14.74 |
149.2 |
0.88 |
8.26 |
3.79 |
63.7 |
131 |
14.6 |
3.4 |
49.2 |
107 |
|
Severn Bancorp, Inc. |
SVBI |
778 |
110.0 |
4.11 |
10.70 |
9.97 |
14.31 |
254.4 |
2.00 |
17.36 |
3.14 |
83.3 |
103 |
6.2 |
0.0 |
0.0 |
85 |
|
Stewardship Financial Corporation |
SSFN |
758 |
85.4 |
1.21 |
6.80 |
7.69 |
13.98 |
232.0 |
0.60 |
9.05 |
3.19 |
76.8 |
114 |
13.3 |
1.3 |
13.9 |
59 |
|
|
High |
1,071 |
110.0 |
5.01 |
10.89 |
15.38 |
18.43 |
431.5 |
2.01 |
17.36 |
3.96 |
83.3 |
174 |
23.8 |
3.4 |
49.2 |
156 |
|
|
Low |
758 |
84.2 |
0.37 |
6.78 |
6.7 |
10.83 |
149.2 |
0.55 |
6.15 |
2.63 |
43.6 |
103 |
6.2 |
0.0 |
0.0 |
59 |
|
|
Mean |
938 |
97.6 |
1.50 |
8.69 |
9.62 |
13.51 |
280.8 |
1.00 |
10.06 |
3.45 |
67.5 |
143 |
15.4 |
1.1 |
13.6 |
118 |
|
|
Median |
974 |
98.6 |
1.05 |
8.69 |
8.96 |
12.72 |
259.4 |
0.82 |
9.02 |
3.45 |
66.9 |
147 |
14.7 |
1.0 |
13.7 |
128 |
Note: Publicly available financial data as of September 30, 2016 for the following companies: 1st Constitution Bancorp, Mid Penn Bancorp Inc., First Bank, CB Financial Services Inc., Severn Bancorp Inc., and Stewardship Financial Corporation.
(1) Nonperforming assets defined as nonaccrual loans and leases, real estate owned, performing TDRs, and repossessed assets.
The following table is added to page 85 of the Proxy Statement/Prospectus immediately above the section captioned “Analysis of Selected Merger Transactions.”
Financial data as of December 31, 2016 unless otherwise noted
Pricing data as of January 27, 2017
|
Balance Sheet |
Capital Position |
LTM Profitability |
Valuation | |||||||||||||||
|
Price/ |
||||||||||||||||||
|
Company |
Ticker |
Total |
Loans/ |
NPAs1/ |
TCE/ |
Leverage |
Total |
CRE/ |
ROAA |
ROAE |
Net |
Efficiency |
Tang. |
LTM |
2017 |
2018 |
Current |
Market |
|
ConnectOne Bancorp, Inc. |
CNOB |
4,426 |
103.9 |
1.83 |
8.93 |
9.29 |
11.78 |
527.3 |
0.73 |
6.30 |
3.41 |
41.6 |
216 |
25.6 |
15.7 |
13.6 |
1.2 |
826 |
|
Univest Corporation of Pennsylvania |
UVSP |
4,231 |
100.9 |
0.62 |
8.24 |
8.84 |
12.43 |
195.7 |
0.56 |
4.46 |
3.82 |
71.2 |
241 |
34.8 |
16.7 |
14.0 |
2.7 |
778 |
|
Bridge Bancorp, Inc. |
BDGE |
4,055 |
88.9 |
0.11 |
7.54 |
8.6 |
15.0 |
334.1 |
0.92 |
9.82 |
3.46 |
54.7 |
236 |
18.3 |
17.9 |
16.4 |
2.5 |
719 |
|
Oritani Financial Corp. |
ORIT |
4,012 |
131.7 |
0.30 |
13.42 |
14.94 |
17.69 |
506.7 |
1.20 |
8.32 |
2.93 |
40.3 |
148 |
17.2 |
17.8 |
18.7 |
4.0 |
798 |
|
TriState Capital Holdings, Inc. |
TSC |
3,930 |
103.5 |
0.69 |
7.37 |
7.9 |
12.66 |
295.2 |
0.81 |
8.48 |
2.23 |
66.1 |
226 |
22.4 |
19.7 |
14.6 |
0.0 |
644 |
|
Northfield Bancorp, Inc. |
NFBK |
3,850 |
109.4 |
0.75 |
15.25 |
15.48 |
19.58 |
347.5 |
0.70 |
4.26 |
2.98 |
60.6 |
152 |
32.0 |
29.4 |
30.4 |
1.8 |
886 |
|
Peapack-Gladstone Financial Corporation |
PGC |
3,774 |
98.0 |
0.78 |
8.11 |
8.39 |
13.17 |
572.1 |
0.67 |
8.22 |
2.78 |
60.1 |
171 |
21.7 |
17.5 |
14.3 |
0.6 |
532 |
|
Financial Institutions, Inc. |
FISI |
3,710 |
78.1 |
0.12 |
6.25 |
7.36 |
12.97 |
137.8 |
0.90 |
10.01 |
3.14 |
60.4 |
218 |
16.2 |
15.8 |
14.8 |
2.5 |
495 |
|
First of Long Island Corporation |
FLIC |
3,434 |
93.1 |
0.09 |
9.03 |
8.88 |
16.04 |
287.1 |
0.92 |
10.72 |
2.91 |
50.2 |
212 |
21.1 |
18.1 |
16.4 |
2.0 |
661 |
|
Arrow Financial Corporation |
AROW |
2,605 |
77.1 |
0.23 |
8.09 |
9.47 |
15.15 |
110.4 |
1.06 |
11.80 |
3.19 |
57.1 |
237 |
18.6 |
17.4 |
15.1 |
2.7 |
495 |
|
CNB Financial Corporation |
CCNE |
2,540 |
89.0 |
1.00 |
6.94 |
7.71 |
14.11 |
193.9 |
0.89 |
10.05 |
3.72 |
61.1 |
216 |
17.8 |
15.7 |
13.6 |
2.6 |
374 |
|
Canandaigua National Corporation |
CNND |
2,430 |
97.3 |
0.62 |
7.19 |
9.49 |
12.75 |
222.5 |
0.98 |
12.17 |
3.55 |
65.7 |
157 |
12.2 |
NA |
NA |
2.8 |
272 |
|
High |
4,426 |
131.7 |
1.83 |
15.25 |
15.48 |
19.58 |
572.1 |
1.20 |
12.17 |
3.82 |
71.2 |
241 |
34.8 |
29.4 |
30.4 |
4.0 |
886 | |
|
Low |
2,430 |
77.1 |
0.09 |
6.25 |
7.36 |
11.78 |
110.4 |
0.56 |
4.26 |
2.23 |
40.3 |
148 |
12.2 |
15.7 |
13.6 |
0.0 |
272 | |
|
Mean |
3,583 |
97.6 |
0.59 |
8.86 |
9.70 |
14.44 |
310.9 |
0.86 |
8.72 |
3.18 |
57.4 |
203 |
21.5 |
18.3 |
16.5 |
2.1 |
623 | |
|
Median |
3,812 |
97.6 |
0.62 |
8.10 |
8.86 |
13.64 |
291.1 |
0.90 |
9.15 |
3.17 |
60.3 |
216 |
19.9 |
17.5 |
14.8 |
2.5 |
652 | |
Note: Publicly available financial data as of September 30, 2016 for the following companies: Peapack-Gladstone Financial Corporation, First Long Island Corporation, CNB Financial Corporation, and Canandaigua National Corporation
(1) Nonperforming assets defined as nonaccrual loans and leases, real estate owned, performing TDRs, and repossessed assets.
(2) Based on publicly available median analyst earnings per share estimates.
The following table is added to page 86 of the Proxy Statement/Prospectus immediately above the last paragraph on that page.
National Precedent Transactions Analysis
|
Transaction Price / |
|||||||
|
Buyer |
Target |
Announcement Date |
Transaction Value ($mm) |
LTM EPS (x) |
TBV / Share (%) |
Core Deposit Premium (%) |
1-Day Market Premium (%) |
|
Midland States Bancorp Inc. |
Centrue Financial Corporation |
1/26/2017 |
173.8 |
4.1 |
141 |
NA |
15.6 |
|
Renasant Corp. |
Metropolitan BancGroup Inc. |
1/17/2017 |
190.2 |
25.5 |
218 |
14.6 |
- |
|
MainSource Financial Group |
FCB Bancorp Inc |
12/19/2016 |
57.0 |
NA |
189 |
8.5 |
91.5 |
|
Veritex Holdings Inc. |
Sovereign Bancshares Inc. |
12/14/2016 |
176.0 |
21.5 |
188 |
17.1 |
- |
|
CenterState Banks |
Gateway Finl Hldgs of FL Inc. |
11/30/2016 |
142.5 |
23.7 |
164 |
8.7 |
- |
|
Access National Corp. |
Middleburg Financial Corp. |
10/24/2016 |
245.4 |
31.4 |
195 |
13.8 |
24.0 |
|
CenterState Banks |
Platinum Bank Holding Co. |
10/18/2016 |
84.9 |
29.3 |
179 |
10.4 |
- |
|
Enterprise Financial Services |
Jefferson County Bcshs Inc. |
10/11/2016 |
130.8 |
19.7 |
146 |
6.0 |
- |
|
First Commonwealth Financial |
DCB Financial Corp |
10/3/2016 |
106.4 |
8.9 |
177 |
NA |
88.5 |
|
OceanFirst Financial Corp. |
Ocean Shore Holding Co. |
7/13/2016 |
147.7 |
20.0 |
132 |
5.2 |
32.1 |
|
Cathay General Bancorp |
SinoPac Bancorp |
7/8/2016 |
340.0 |
46.5 |
126 |
12.1 |
- |
|
Berkshire Hills Bancorp Inc. |
First Choice Bank |
6/27/2016 |
117.8 |
57.8 |
116 |
2.4 |
- |
|
First Bancorp |
Carolina Bank Holdings Inc. |
6/22/2016 |
97.3 |
18.5 |
155 |
6.6 |
20.7 |
|
QCR Holdings Inc. |
Community State Bank |
5/23/2016 |
80.0 |
14.4 |
134 |
4.4 |
- |
|
Simmons First National Corp. |
Citizens National Bank |
5/18/2016 |
77.0 |
16.2 |
127 |
4.3 |
- |
|
Revere Bank |
Monument Bank |
5/3/2016 |
65.1 |
20.3 |
161 |
7.3 |
- |
|
First Mid-Illinois Bancshares |
First Clover Leaf Fin Corp. |
4/26/2016 |
89.5 |
19.4 |
130 |
4.5 |
33.1 |
|
Westfield Financial Inc. |
Chicopee Bancorp Inc. |
4/4/2016 |
111.0 |
34.2 |
120 |
5.3 |
15.8 |
|
Guaranty Bancorp |
Home State Bancorp |
3/16/2016 |
133.7 |
18.5 |
166 |
7.9 |
- |
|
Horizon Bancorp |
La Porte Bancorp Inc |
3/10/2016 |
94.1 |
18.6 |
116 |
4.9 |
9.8 |
|
Midland Financial Co. |
1st Century Bancshares Inc. |
3/10/2016 |
116.0 |
43.2 |
178 |
9.3 |
40.3 |
|
Triumph Bancorp Inc. |
ColoEast Bankshares Inc. |
3/7/2016 |
69.7 |
32.0 |
131 |
3.0 |
- |
|
Hampton Roads Bankshares Inc. |
Xenith Bankshares Inc. |
2/10/2016 |
104.5 |
32.6 |
120 |
3.2 |
- |
|
Pinnacle Financial Partners |
Avenue Financial Holdings Inc. |
1/28/2016 |
209.4 |
29.0 |
226 |
13.0 |
51.8 |
|
|
High |
|
340.0 |
57.8 |
226 |
17.1 |
91.5 |
|
|
Low |
|
57.0 |
4.1 |
116 |
2.4 |
9.8 |
|
|
Mean |
|
131.7 |
25.4 |
156 |
7.8 |
38.5 |
|
|
Median |
|
113.5 |
21.5 |
150 |
7.0 |
32.1 |
The following table is added to page 87 of the Proxy Statement/Prospectus immediately above the section captioned “Net Present Value Analysis.”
Regional Precedent Transactions Analysis
|
Transaction Price / |
|||||||
|
Buyer |
Target |
Announcement
Date |
Transaction Value
($mm) |
LTM EPS
(x) |
TBV / Share
(%) |
Core Deposit
(%) |
1-Day Market
(%) |
|
OceanFirst Financial Corp. |
Ocean Shore Holding Co. |
7/13/2016 |
147.7 |
20.0 |
132 |
5.2 |
32.1 |
|
Berkshire Hills Bancorp Inc. |
First Choice Bank |
6/27/2016 |
117.8 |
57.8 |
116 |
2.4 |
- |
|
Revere Bank |
Monument Bank |
5/3/2016 |
65.1 |
20.3 |
161 |
7.3 |
- |
|
Univest Corp. of Pennsylvania |
Fox Chase Bancorp Inc. |
12/8/2015 |
244.3 |
23.2 |
134 |
10.5 |
10.9 |
|
WSFS Financial Corp. |
Penn Liberty Financial Corp. |
11/23/2015 |
101.6 |
31.8 |
199 |
10.6 |
- |
|
United Bankshares Inc. |
Bank of Georgetown |
11/9/2015 |
269.0 |
27.6 |
218 |
20.5 |
- |
|
Beneficial Bancorp Inc |
Conestoga Bank |
10/22/2015 |
100.1 |
24.5 |
160 |
9.2 |
- |
|
Community Bank System Inc. |
Oneida Financial Corp. |
2/24/2015 |
142.1 |
27.4 |
202 |
11.6 |
- |
|
Bridge Bancorp Inc. |
Community National Bk |
12/15/2014 |
141.3 |
31.3 |
175 |
9.5 |
- |
|
S&T Bancorp Inc. |
Integrity Bancshares Inc. |
10/30/2014 |
159.4 |
16.8 |
263 |
15.3 |
99.4 |
|
Cape Bancorp Inc. |
Colonial Financial Services |
9/10/2014 |
55.8 |
NM |
88 |
NA |
11.3 |
|
National Penn Bancshares Inc. |
TF Financial Corp. |
6/4/2014 |
141.6 |
19.0 |
148 |
7.7 |
35.6 |
|
Bryn Mawr Bank Corp. |
Continental Bank Holdings Inc |
5/5/2014 |
108.8 |
42.3 |
175 |
13.2 |
- |
|
|
High |
269.0 |
57.8 |
263 |
20.5 |
99.4 | |
|
|
Low |
55.8 |
16.8 |
88 |
2.4 |
10.9 | |
|
|
Mean |
138.0 |
28.5 |
167 |
10.2 |
37.9 | |
The following language is added on page 87 of the Proxy Statement/Prospectus to the first paragraph of the section captioned “Net Present Value Analysis” immediately after the sentence that reads “The terminal values were then discounted to present values using different discount rates ranging from 10.0% to 15.0% which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of RBPI common stock.”
“Sandler O’Neill utilized the equity build-up method to calculate the appropriate discount rate for RBPI common stock. As detailed in the following table, the discount rate equals the sum of the risk free rate, the equity risk premium, the size premium and the industry premium:
|
Risk Free Rate |
2.49 | % | ||
|
Equity Risk Premium |
5.80 | % | ||
|
Size Premium |
3.58 | % | ||
|
Industry Premium |
0.91 | % | ||
|
Discount Rate |
12.78 | % |
The risk free rate is represented as the yield on the 10-year U.S. Treasury note as of January 27, 2017. The equity risk premium, size premium and industry premium were sourced from the Duff & Phelps 2016 Valuation Handbook.”
The following language is added to the first paragraph on page 88 of the Proxy Statement/Prospectus immediately after the sentence that reads “The terminal values were then discounted to present values using different discount rates ranging from 9.0% to 13.0% chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of BMBC common stock.”
“Sandler O’Neill utilized the equity build-up method to calculate the appropriate discount rate for BMBC common stock. As detailed in the following table, the discount rate equals the sum of the risk free rate, the equity risk premium, the size premium and the industry premium:
|
Risk Free Rate |
2.49 | % | ||
|
Equity Risk Premium |
5.80 | % | ||
|
Size Premium |
1.70 | % | ||
|
Industry Premium |
0.91 | % | ||
|
Discount Rate |
10.90 | % |
The risk free rate is represented as the yield on the 10-year U.S. Treasury note as of January 27, 2017. The equity risk premium, size premium and industry premium were sourced from the Duff & Phelps 2016 Valuation Handbook.”
The first sentence of the first paragraph on page 88 of the Proxy Statement/ Prospectus is revised to read as follows:
“Sandler O’Neill also performed an analysis that estimated the net present value per share of BMBC common stock assuming that BMBC performed in accordance with publicly available consensus median analyst earnings per share estimates for the years ending December 31, 2017 and December 31, 2018, as well as an estimated long-term earnings per share growth rate of 8% for BMBC for the years thereafter. This analysis also assumed that dividends paid per share by BMBC on its common stock would be consistent with BMBC’s historical practices.”
The third sentence of the second paragraph under the section captioned “Sander O’Neill’s Relationship” on page 89 of the Proxy Statement/Prospectus is revised to read as follows, and an additional sentence is added immediately thereafter.
“Most recently, Sandler O’Neill acted as placement agent to BMBC in connection with its offer and sale of $30 million of subordinated notes on August 6, 2015, for which Sandler O’Neill received a fee in an amount equal to $375,000. Sandler did not provide any other services to BMBC during the past two years. Currently there are no agreements, arrangements or understandings with respect to any services to be provided to BMBC by Sandler O’Neill in the future.”
The following sentence is added immediately below the table on page 89 of the Proxy Statement/Prospectus in the section captioned “Certain Non-Public, Unaudited, Forward-Looking Information Provided by RBPI.”
“In preparing financial projections of RBPI, Sandler O’Neill used estimated annual net income growth of 10%, annual balance sheet growth of 5%, and annual loan and deposit growth of 11% and 3%, respectively. These estimated annual growth rates were provided to Sandler O’Neill by senior management of RBPI.”
Safe Harbor Statement
This document contains certain forward-looking information about BMBC and RBPI that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. These statements may include statements for the period after the completion of the Merger. Representatives of BMBC and RBPI may also make forward-looking statements. Forward-looking statements are statements that are not historical facts. Words such as “expect,” “believe,” “will,” “may,” “anticipate,” “plan,” “estimate,” “intend,” “should,” “can,” “likely,” “could” and similar expressions are intended to identify forward-looking statements. These statements include statements about the expected benefits of the Merger, information about the combined company’s objectives, plans and expectations, the likelihood of satisfaction of certain conditions to the completion of the Merger and whether and when the Merger will be completed. Forward-looking statements are not guarantees of performance. These statements are based upon the current beliefs and expectations of the management of each of BMBC and RBPI and are subject to risks and uncertainties, including the risks described in the Proxy Statement/Prospectus under the section “Risk Factors,” that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements.
In light of these risks, uncertainties, assumptions and factors, the results anticipated by the forward-looking statements discussed in the Proxy Statement/Prospectus or made by representatives of BMBC or RBPI may not occur. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof or, in the case of statements made by representatives of BMBC or RBPI, on the date those statements are made. All subsequent written and oral forward-looking statements concerning the Merger or the combined company or other matters addressed in the Proxy Statement/Prospectus and attributable to BMBC or RBPI or any person acting on behalf of either are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, neither BMBC nor RBPI undertakes any obligation to update or publish revised forward-looking statements to reflect events or circumstances after the date of the Proxy Statement/Prospectus or the date of the forward-looking statements or to reflect the occurrence of unanticipated events.
Additional Information
This communication does not constitute an offer or the solicitation of an offer to buy BMBC or RBPI securities or the solicitation of any vote or approval. This communication is being made in respect of the proposed Merger. In connection with the proposed Merger, BMBC and RBPI filed a definitive Proxy Statement/Prospectus with the SEC. The definitive Proxy Statement/Prospectus was mailed to RBPI’s shareholders on or about April 20, 2017. Before making any voting decision, RBPI’s shareholders are urged to read carefully in their entirety the definitive Proxy Statement/Prospectus and any other relevant documents filed by BMBC and RBPI with the SEC when they become available because they contain and will contain important information about the proposed Merger. You may obtain copies of all documents filed with the SEC regarding the proposed Merger, free of charge, at the SEC’s website (www.sec.gov), by accessing RBPI’s website at http://www.royalbankamerica.com or by calling RBPI at (610) 668-4700 or by accessing BMBC’s website at http://www.bmtc.com or by calling BMBC at (610) 525-1700.
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