First Keystone Financial, to Merge with Bryn Mawr Bank Corp.
MEDIA, Pa. -- 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"). Pursuant to 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.