BRYN MAWR, Pa., Jan. 31, 2017 (GLOBE NEWSWIRE) -- Bryn Mawr Bank Corporation (Nasdaq:BMTC), parent of The Bryn Mawr Trust Company, today announced that the Corporation has entered into a definitive Agreement and Plan of Merger to acquire Royal Bancshares of Pennsylvania, Inc. (Nasdaq:RBPAA) parent company of Royal Bank America, in a transaction with an aggregate value of $127.7 million.
The Acquisition, which is expected to add approximately $602 million in loans and $630 million in deposits (based on unaudited December 31, 2016 financial information), strengthens the Corporation’s position as the largest community bank in Philadelphia’s western suburbs and, based on deposits, ranks it as the eighth largest community bank headquartered in Pennsylvania. The Acquisition will expand the Corporation's distribution network by providing entry into the new markets of New Jersey and Berks County, Pennsylvania.
Frank Leto, President and CEO of the Corporation commented, “The acquisition of Royal Bank is a logical choice for Bryn Mawr Trust. With its strong lending team and prime branch locations, Royal Bank provides BMT with its first location in Center City Philadelphia, as well as a foothold in the State of New Jersey, where Royal has established a well-received presence in the Princeton market.” Mr. Leto continued, “We are excited to be able to expand our banking presence in this thriving market, and plan to introduce our comprehensive suite of financial services which also includes wealth management and insurance. We believe these new markets will provide a tremendous growth opportunity for our merged institutions. In addition, we are pleased to announce that Kevin Tylus, Royal Bank’s President and CEO, will join our Senior Management team in order to continue to expand these relationships and to help ensure a smooth integration of the two institutions.
Mr. Leto added, “BMT continues to attract customers who are frustrated with some of our larger competitors, often due to their lack of personal service, slow response time, or their inability to satisfy a more customized borrowing need. We believe that there is a real opportunity for institutions like Bryn Mawr Trust to occupy a much larger space in the banking, wealth management and insurance areas. As I’ve stated many times before, Bryn Mawr Trust is committed to the communities we serve and I firmly believe that, with the breadth of our product offerings, we are well positioned to take advantage of every opportunity that presents itself. By joining forces with Royal Bank, we take a big step toward accomplishing this goal.”
Royal Bank Chairman, Robert Tabas, stated, “The combination is a great opportunity for our shareholders and stakeholders to join with a high-performing, diversified organization like Bryn Mawr Trust.”
Kevin Tylus, Royal Bank’s President and CEO, also commented, "We are pleased to partner with Bryn Mawr Trust, an organization that shares similar values of customer and community service and the same strong desire to support growth and development in our region.”
Under the terms of the Merger Agreement, Class A shareholders of Royal will receive 0.1025 shares of the Corporation’s common stock for each share of Royal’s Class A common stock and Class B shareholders of Royal will receive 0.1179 shares of the Corporation’s common stock for each share of Royal Class B common stock. In addition, under the terms of the Merger Agreement, all options to purchase shares of Royal Class A common stock will be cashed out upon the close of the Merger.
The Acquisition is expected to be accretive to tangible book value per share as of the acquisition date and accretive to earnings during the first twelve months of operations, excluding the effects of non-recurring merger-related expenses.
The transaction multiples indicate merger consideration valued at 247.3% of Royal’s tangible book value, 165.9% of Royal’s adjusted tangible book value (increased by recognition of a $25.3 million deferred tax asset), and 25.0 times adjusted 2016 net income.
The transaction is subject to customary closing conditions including the receipt of regulatory approvals and Royal shareholder approval and is expected to close in the third quarter of 2017.
Boenning & Scattergood, Inc. served as financial advisor to Bryn Mawr Bank Corporation and Reed Smith LLP served as legal counsel to Bryn Mawr Bank Corporation. Both Sandler O'Neill & Partners, L.P., and RBC Capital Markets, LLC served as financial advisors to Royal Bancshares of Pennsylvania, Inc., and Stevens & Lee, P.C. served as legal counsel to Royal Bancshares of Pennsylvania, Inc.
About Bryn Mawr Bank Corporation
Bryn Mawr Bank Corporation, including its wholly-owned subsidiary, The Bryn Mawr Trust Company, headquartered in Bryn Mawr Pennsylvania was founded in 1889, has $3.42 billion in corporate assets and $11.33 billion in wealth assets under management, administration, supervision, and brokerage. Bryn Mawr Trust operates 25 full service retail bank locations, eight limited-access retirement community locations in Montgomery, Chester, Delaware and Philadelphia Counties in Pennsylvania and New Castle County, Delaware, and one limited-service branch banking location in Hershey, Dauphin County, Pennsylvania. The Bank also serves clients through its Wealth, Private Banking, and Insurance divisions in addition to Leasing, Mortgage, and Commercial Lending divisions. Further information about products and services offered may be obtained at www.bmtc.com.
About Royal Bancshares, Inc.
Royal Bancshares of Pennsylvania, Inc., headquartered in Bala Cynwyd, Pennsylvania, is the parent company of Royal Bank, which is headquartered in Narberth, Pennsylvania. Royal Bank serves growing small and middle market businesses, commercial real estate investors, consumers, and depositors principally in Montgomery, Delaware, Chester, Bucks, Philadelphia and Berks counties in Pennsylvania, central and southern New Jersey, and Delaware. Established in 1963, Royal Bank provides an array of financial products and services through a comprehensive suite of cash management services and thirteen branches and two loan production offices. More information on Royal Bancshares of Pennsylvania, Inc., Royal Bank, and its subsidiaries can be found at www.royalbankamerica.com.
