WSFS Financial To Combine With Beneficial Bancorp In $1.5 Bln Deal - Quick Facts

WSFS Financial Corp. (WSFS) and Beneficial Bancorp, Inc. (BNCL) said that that the two companies have agreed to combine in a transaction valued at about $1.5 billion.

Concurrently with the acquisition, Beneficial Bank, the wholly owned subsidiary of Beneficial, will merge into WSFS Bank, a wholly owned subsidiary of WSFS, creating a locally-headquartered community bank for the Greater Delaware Valley with the sixth-largest deposit market share.

Under the terms of the agreement that were unanimously approved by the boards of directors of both companies, stockholders of Beneficial will receive 0.3013 shares of WSFS common stock and $2.93 in cash for each share of Beneficial common stock. Based on WSFS' closing price as of August 7, 2018, the per share value equates to $19.61 for Beneficial stockholders.

The transaction is expected to close during the first quarter of 2019.

WSFS operates from 77 offices, including 60 banking offices, predominantly in Delaware and southeastern Pennsylvania. Beneficial operates from 72 offices, including 61 banking offices, that are predominantly in the City of Philadelphia and neighboring communities in southeastern Pennsylvania and southern New Jersey.

WSFS anticipates consolidating about 25 percent of the combined physical banking offices over the next 12 to 24 months. Further, WSFS plans to reinvest an incremental $32 million, or about 50 percent of the estimated cost savings from the network optimization, into a five-year investment in technology and delivery systems.

WSFS expects to incur pre-tax merger and restructuring costs related to both the merger and transformation investments of about $146 million, and to achieve annual synergies of $68 million per year, once fully phased in by 2021.

The acquisition is expected to be accretive to WSFS' earnings per share in the first full year of combined operations, excluding the one-time merger and restructuring costs, and 8 percent accretive once all synergies are achieved in 2021.

Upon completion of the acquisition, Gerard Cuddy, President and CEO of Beneficial, will become Vice Chairman of WSFS Bank and will join the boards of directors of WSFS Financial as well as WSFS Bank along with two mutually agreed upon current directors of Beneficial's Board.

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