WSFS Financial Corp. completed the acquisition of Penn Liberty Financial Corp.
August 11, 2016
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WSFS Financial Corp. (NasdaqGS:WSFS) entered into non-binding indication of interest to acquire Penn Liberty Financial Corp. for approximately $100 million on September 28, 2015. As of November 23, 2015, a definitive agreement was signed. Under the terms of the deal, shareholders of Penn Liberty will be entitled to elect to receive either 0.6601 shares of WSFS common stock or $21.75 in cash for each common share of Penn Liberty, subject to an overall allocation of exchanged Penn Liberty shares into 60% WSFS common stock and 40% cash. The deal provides that a termination fee of $4 million will be payable by Penn Liberty to WSFS upon termination of the agreement under certain specified circumstances. Penn Liberty reported $651 million in assets, $510 million in loans and $558 million in deposits as of September 30, 2015. Following the merger, WSFS will have 24 well-located offices in southeastern Pennsylvania. Upon completion of the merger, Patrick Ward, Chairman and Chief Executive Officer of Penn Liberty Bank will join the WSFS Financial Corporation Board of Directors and assume the role of Executive Vice President and Pennsylvania Market President. Brian Zwaan, President, Chief Operating Officer and Chief Lending Officer of Penn Liberty Bank will also join the WSFS Senior Management team as Senior Vice President, Pennsylvania Commercial Banking.
The deal is subject to approval by Penn Liberty shareholders, regulatory approvals, approval of the listing on the NASDAQ Global Select Market of WSFS common stock to be issued, the effectiveness of the registration statement for WSFS common stock to be issued and other customary closing conditions. The transaction has been approved by the boards of directors of both companies. The closing is anticipated to occur early in the third quarter of 2016. As of April 5, 2016, deal received all required regulatory approvals. As of April 7, 2016, deal was approved by shareholders of WSFS. As of July 29, 2016, WSFS Financial Corporation announced August 5, 2016, as the deadline for electing merger consideration in connection with the acquisition. The deal is expected to close in August, 2016. The acquisition is expected to be immediately accretive to WSFS earnings per share. Keefe, Bruyette & Woods, Inc. acted as financial advisor and Frank M. Conner III, Rusty Conner, Michael Reed, Keith Noreika and Michael P. Reed of Covington & Burling LLP acted as legal advisors for WSFS Financial Corporation. Sandler O’Neill + Partners, L.P. acted as financial advisor and Raymond A. Tiernan and Hugh T. Wilkinson of Silver Freedman Taff & Tiernan LLP acted as legal advisors for Penn Liberty Financial Corp.
WSFS Financial Corp. (NasdaqGS:WSFS) completed the acquisition of Penn Liberty Financial Corp. on August 12, 2016.
WSFS Financial Corporation is a savings and loan holding company. The Company operates through its subsidiary, Wilmington Savings Fund Society, FSB (the Bank). The Companyâs segments include WSFS Bank, Cash Connect and Wealth Management. The WSFS Bank segment provides loans and leases, deposits and other financial products to commercial and consumer customers. WSFS Bank also offers a variety of consumer loan products, retail securities and insurance brokerage services through its branches, and mortgage and title services through WSFS Mortgage. Its Cash Connect segment provides ATM vault cash, smart safe and cash logistics services in the United States, servicing non-bank ATMs and smart safes nationwide and supporting ATMs for WSFS Bank Customers. The Wealth Management segment provides a range of planning and advisory services, investment management, personal and institutional trust services, and credit and deposit products to individual, corporate, and institutional clients.