BENEFICIAL BANCORP,INC. (NASDAQ:BNCL) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01Completion of Acquisition or Disposition of Assets.
On March1, 2019, Beneficial Bancorp,Inc. (“Beneficial” or the “Company”), the parent holding company of Beneficial Bank, completed the transactions contemplated by the Agreement and Plan of Reorganization, dated as of August7, 2018, as amended on November1, 2018 (the “Agreement”), by and between Beneficial and WSFS Financial Corporation (“WSFS”), the parent holding company of Wilmington Savings Fund Society, FSB (“WSFS Bank”). On the Closing Date, (i)Beneficial was merged with and into WSFS, with WSFS continuing as the surviving corporation (the “Merger”) (the effective time of the Merger, the “Effective Time”) and (ii)simultaneously with the Merger, Beneficial Bank was merged with and into WSFS Bank, with WSFS Bank continuing as the surviving bank (together with the Merger, the “Mergers”). The Mergers were described in the definitive proxy statement (File No.001-36806) filed with the U.S. Securities and Exchange Commission (the “SEC”) on Schedule 14A on November6, 2018 (the “Proxy Statement”).
At the Effective Time, to the terms of the Agreement, each share of common stock, par value $0.01 per share, of Beneficial (“Company common stock”) was converted into the right to receive 0.3013 shares of common stock, par value $0.01 per share, of WSFS, with cash paid in lieu of fractional shares, and (ii)$2.93 in cash (the “Merger Consideration”). Also at the Effective Time, each option to purchase common stock of Beneficial was converted into the right to receive from WSFS a cash payment equal to $19.50 less the option exercise price, if such amount was greater than zero.
The foregoing summary of the Agreement and the Mergers is not complete and is qualified in its entirety by reference to the complete text of the Agreement, which is filed as Annex A to the Proxy Statement and which is incorporated by reference as Exhibit2.1 hereto and is incorporated by reference into this Item 2.01.
Item 2.01Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing
In connection with the closing of the Merger, the Company notified the Nasdaq Stock Market (“Nasdaq”) that the Merger was expected to close on March1, 2019 and requested that trading in the Company common stock be suspended and that the Company common stock be withdrawn from quotation on the Nasdaq Global Select Market (“NASDAQ-GS”) as of close of business on February28, 2019. Upon the consummation of the Merger and the final approval by Nasdaq, the Company common stock will no longer be traded on the NASDAQ-GS, and price quotations with respect to the Company common stock in the public market will no longer be available. The Company has also requested that Nasdaq file a notification of removal from listing of the Company common stock on Form25 with the SEC.
The Company intends to file with the SEC a certification on Form15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), to request the termination of the registration of the Company common stock under Section12(g)of the Exchange Act and the
suspension of the Company’s reporting obligations under Sections 13 and 15(d)of the Exchange Act as promptly as possible.
The information set forth in Item 2.01 of this Current Report on Form8-K is incorporated by reference into this Item 2.01.
Item 2.01Material Modification to the Rights of Security Holders
As a result of the Merger, each share of the Company common stock was converted into the right to receive the Merger Consideration as set forth in the Agreement.
The information set forth in Items2.01 and 3.01 of this Current Report on Form8-K is incorporated by reference into this Item 2.01.
Item 2.01Changes in Control of Registrant
Upon completion of the Merger, the Company merged with and into WSFS, with WSFS as the surviving corporation.
The information set forth in Items 2.01, 3.01 and 3.03 of this Current Report on Form8-K is incorporated by reference into this Item 2.01.
Item 2.01Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Upon completion of the Merger, the Company’s directors and executive officers ceased serving in such capacities.
Item 2.01Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As of the Effective Time, the Articles of Incorporation and the Bylaws of the Company ceased to be in effect by operation of law and the organizational documents of WSFS became the Amended and Restated Certificate of Incorporation and Bylaws of the surviving corporation in accordance with the terms of the Agreement.
The information set forth in Item 2.01 of this Current Report on Form8-K is incorporated by reference into this Item 2.01.
