ROYAL BANCSHARES OF PENNSYLVANIA, INC. (NASDAQ:RBPAA) Files An 8-K Other Events
Item 8.01 Other Events.
Bryn Mawr Bank Corporation/Royal Bancshares of Pennsylvania, Inc.
Merger
Merger
As previously announced, on January 31, 2017, Bryn Mawr Bank
Corporation (BMBC) and Royal Bancshares of Pennsylvania, Inc.
(RBPI) entered into an Agreement and Plan of Merger (the Merger
Agreement) to which RBPI will merge with and into BMBC (the
Merger), and thereafter Royal Bank America, a Pennsylvania
chartered bank and wholly owned subsidiary of RBPI, will be
merged with and into The Bryn Mawr Trust Company, a Pennsylvania
chartered bank and wholly owned subsidiary of BMBC. As a result
of the Merger, the separate corporate existence of RBPI will
cease and BMBC will continue as the surviving corporation in the
Merger.
Corporation (BMBC) and Royal Bancshares of Pennsylvania, Inc.
(RBPI) entered into an Agreement and Plan of Merger (the Merger
Agreement) to which RBPI will merge with and into BMBC (the
Merger), and thereafter Royal Bank America, a Pennsylvania
chartered bank and wholly owned subsidiary of RBPI, will be
merged with and into The Bryn Mawr Trust Company, a Pennsylvania
chartered bank and wholly owned subsidiary of BMBC. As a result
of the Merger, the separate corporate existence of RBPI will
cease and BMBC will continue as the surviving corporation in the
Merger.
On April 14, 2017, BMBC and RBPI filed with the Securities and
Exchange Commission (the SEC) a Proxy Statement/Prospectus on
Form S-4 (SEC File No. 333-216995) that was declared effective by
the SEC on April 18, 2017 (the Proxy Statement/Prospectus) in
connection with the proposed Merger. The Proxy
Statement/Prospectus was first mailed to the shareholders of RBPI
on April 20, 2017.
Exchange Commission (the SEC) a Proxy Statement/Prospectus on
Form S-4 (SEC File No. 333-216995) that was declared effective by
the SEC on April 18, 2017 (the Proxy Statement/Prospectus) in
connection with the proposed Merger. The Proxy
Statement/Prospectus was first mailed to the shareholders of RBPI
on April 20, 2017.
As has previously been described in the Proxy
Statement/Prospectus, following announcement of the Merger
Agreement, a complaint (the Lawsuit) was filed in the United
States District Court, Eastern District of Pennsylvania, against
members of the RBPI board, BMBC and RBPI. The lawsuit, which is
captioned Parshall v. Royal Bancshares of Pennsylvania, Inc., et
al., Case No. 2:17cv01641PBT, alleges class claims on behalf of
all RBPI shareholders and is based on allegations of material
misstatements and omissions in the Proxy Statement/Prospectus and
violations of the Exchange Act. The lawsuit seeks, among other
remedies, to enjoin the merger or, in the event the merger is
completed, rescission of the merger or rescissory damages; to
direct defendants to account for unspecified damages; and costs
of the lawsuit, including attorneys and experts fees.
Statement/Prospectus, following announcement of the Merger
Agreement, a complaint (the Lawsuit) was filed in the United
States District Court, Eastern District of Pennsylvania, against
members of the RBPI board, BMBC and RBPI. The lawsuit, which is
captioned Parshall v. Royal Bancshares of Pennsylvania, Inc., et
al., Case No. 2:17cv01641PBT, alleges class claims on behalf of
all RBPI shareholders and is based on allegations of material
misstatements and omissions in the Proxy Statement/Prospectus and
violations of the Exchange Act. The lawsuit seeks, among other
remedies, to enjoin the merger or, in the event the merger is
completed, rescission of the merger or rescissory damages; to
direct defendants to account for unspecified damages; and costs
of the lawsuit, including attorneys and experts fees.
BMBC and RBPI have vigorously denied, and continue to vigorously
deny, any wrongdoing or liability with respect to all claims
asserted in the Lawsuit, including (i) that they have committed
any violations of law, (ii) that they have acted improperly in
any way, (iii) that they have any liability or owe any damages of
any kind to any plaintiff in the Lawsuit, and (iv) that any
additional disclosures (including the additional disclosures
described herein) are required under any applicable rule,
regulation, statute, or law. Rather, they are providing the
additional disclosures set forth below in an effort to settle the
Lawsuit in order to, among other things, (i) eliminate the
burden, inconvenience, expense, risk, and distraction of further
litigation, (ii) conclusively resolve all the claims that were or
could have been asserted against them in the Lawsuit, and (iii)
permit the Merger to proceed without risk of injunctive or other
relief. Nothing in this document or in any stipulation of
settlement or other document shall be deemed to be an admission
of liability or wrongdoing by any defendant in the Lawsuit, nor
shall anything in this document, or in any stipulation of
settlement or other document, be deemed an admission of the
materiality of any of the disclosures set forth herein.
Notwithstanding the additional disclosures made herein, there can
be no assurance that the Lawsuit will be settled, or, if settled,
the terms of any such settlement.
deny, any wrongdoing or liability with respect to all claims
asserted in the Lawsuit, including (i) that they have committed
any violations of law, (ii) that they have acted improperly in
any way, (iii) that they have any liability or owe any damages of
any kind to any plaintiff in the Lawsuit, and (iv) that any
additional disclosures (including the additional disclosures
described herein) are required under any applicable rule,
regulation, statute, or law. Rather, they are providing the
additional disclosures set forth below in an effort to settle the
Lawsuit in order to, among other things, (i) eliminate the
burden, inconvenience, expense, risk, and distraction of further
litigation, (ii) conclusively resolve all the claims that were or
could have been asserted against them in the Lawsuit, and (iii)
permit the Merger to proceed without risk of injunctive or other
relief. Nothing in this document or in any stipulation of
settlement or other document shall be deemed to be an admission
of liability or wrongdoing by any defendant in the Lawsuit, nor
shall anything in this document, or in any stipulation of
settlement or other document, be deemed an admission of the
materiality of any of the disclosures set forth herein.
Notwithstanding the additional disclosures made herein, there can
be no assurance that the Lawsuit will be settled, or, if settled,
the terms of any such settlement.
These additional disclosures amend and supplement the Proxy
Statement/Prospectus and should be read in conjunction with the
disclosures contained therein. To the extent that information in
this Current Report on Form 8K differs from or updates
information contained in the Proxy Statement/Prospectus, the
Current Report on Form 8K is more current. Capitalized terms used
but not defined in the additional disclosures have the meanings
given to them in the Proxy Statement/Prospectus.
Statement/Prospectus and should be read in conjunction with the
disclosures contained therein. To the extent that information in
this Current Report on Form 8K differs from or updates
information contained in the Proxy Statement/Prospectus, the
Current Report on Form 8K is more current. Capitalized terms used
but not defined in the additional disclosures have the meanings
given to them in the Proxy Statement/Prospectus.
ADDITIONAL DISCLOSURES
Additional Disclosure Regarding Background and Negotiation of the
Merger
Merger
The section entitled Background of the Merger beginning on page
74 of the Proxy Statement/Prospectus is hereby amended and
supplemented as follows:
74 of the Proxy Statement/Prospectus is hereby amended and
supplemented as follows:
The following language is added at the end of the fifth paragraph
on page 76 of the Proxy Statement/Prospectus.
on page 76 of the Proxy Statement/Prospectus.
RBC was engaged by RBPI on December 9, 2016 as a second advisor
to RBPIs board of directors. RBPIs board of directors deemed it
advisable to engage RBC based on RBCs extensive knowledge of the
financial services industry in the Mid-Atlantic Region and its
ability to answer questions from a different perspective. During
the two years preceding its engagement, RBC did not provide any
investment banking services to BMBC or to RBPI.
to RBPIs board of directors. RBPIs board of directors deemed it
advisable to engage RBC based on RBCs extensive knowledge of the
financial services industry in the Mid-Atlantic Region and its
ability to answer questions from a different perspective. During
the two years preceding its engagement, RBC did not provide any
investment banking services to BMBC or to RBPI.
Additional Information Regarding the Opinion of Our Financial
Advisor
Advisor
The section entitled Opinion of RBPIs Financial Advisor in
Connection with the Merger beginning on page 79 of the Proxy
Statement/Prospectus is hereby amended and supplemented as
follows:
Connection with the Merger beginning on page 79 of the Proxy
Statement/Prospectus is hereby amended and supplemented as
follows:
The following table is added to page 84 of the Proxy
Statement/Prospectus immediately after the table captioned RBPI
Comparable Company Analysis.
Statement/Prospectus immediately after the table captioned RBPI
Comparable Company Analysis.
Financial data as of December 31, 2016
Pricing data as of January 27, 2017
|
Balance Sheet
|
Capital Position
|
LTM Profitability
|
Valuation
|
||||||||||||||
|
Price/
|
|||||||||||||||||
|
Company
|
Ticker
|
Total Assets ($mm)
|
Loans/ Deposits (%)
|
NPAs/ Total Assets (%)
|
TCE/ TA (%)
|
Leverage Ratio (%)
|
Total RBC Ratio (%)
|
CRE/ Total RBC (%)
|
ROAA (%)
|
ROAE (%)
|
Net Interest Margin (%)
|
Efficiency Ratio (%)
|
Tang. Book Value (%)
|
LTM EPS (x)
|
Current Dividend Yield (%)
|
LTM Dividend Ratio (%)
|
Market Value ($mm)
|
|
DNB Financial Corporation
|
DNBF
|
1,071
|
92.4
|
1.30
|
7.51
|
8.42
|
12.48
|
213.5
|
0.59
|
7.38
|
3.18
|
71.0
|
|
19.8
|
0.9
|
18.1
|
|
|
1st Constitution Bancorp
|
FCCY
|
1,055
|
90.6
|
0.62
|
8.73
|
10.56
|
12.67
|
200.9
|
0.90
|
8.99
|
3.92
|
63.4
|
|
15.6
|
1.2
|
4.6
|
|
|
Mid Penn Bancorp, Inc.
|
MPB
|
1,043
|
84.2
|
0.58
|
6.81
|
6.7
|
11.2
|
327.7
|
0.76
|
10.11
|
3.87
|
70.6
|
|
14.5
|
1.9
|
33.9
|
|
|
Howard Bancorp, Inc.
|
HBMD
|
1,027
|
101.6
|
1.23
|
8.10
|
8.36
|
10.83
|
299.6
|
0.55
|
6.15
|
3.73
|
77.5
|
|
23.1
|
0.0
|
0.0
|
|
|
Parke Bancorp, Inc.
|
PKBK
|
1,016
|
108.0
|
5.01
|
10.54
|
15.38
|
18.43
|
251.0
|
2.01
|
14.47
|
3.96
|
43.6
|
|
9.6
|
2.0
|
16.2
|
|
|
First Bank
|
FRBA
|
1,008
|
94.6
|
0.53
|
8.66
|
8.89
|
12.67
|
390.3
|
0.58
|
7.12
|
3.10
|
62.1
|
|
23.8
|
0.6
|
0.0
|
|
|
Two River Bancorp
|
TRCB
|
|
97.0
|
1.05
|
8.96
|
8.94
|
12.76
|
355.7
|
0.96
|
8.94
|
3.53
|
63.9
|
|
14.9
|
1.0
|
14.2
|
|
|
Malvern Bancorp, Inc.
|
MLVF
|
|
102.4
|
0.37
|
10.89
|
11.45
|
16.03
|
264.4
|
1.49
|
13.33
|
2.63
|
65.1
|
|
11.6
|
0.0
|
0.0
|
|
|
Sussex Bancorp
|
SBBX
|
|
105.2
|
1.05
|
6.78
|
8.98
|
11.99
|
431.5
|
0.72
|
9.60
|
3.37
|
68.7
|
|
17.7
|
0.8
|
13.4
|
|
|
CB Financial Services, Inc.
|
CBFV
|
|
100.2
|
0.92
|
9.84
|
10.12
|
14.74
|
149.2
|
0.88
|
8.26
|
3.79
|
63.7
|
|
14.6
|
3.4
|
49.2
|
|
|
Severn Bancorp, Inc.
|
SVBI
|
|
110.0
|
4.11
|
10.70
|
9.97
|
14.31
|
254.4
|
2.00
|
17.36
|
3.14
|
83.3
|
|
6.2
|
0.0
|
0.0
|
|
|
Stewardship Financial Corporation
|
SSFN
|
|
85.4
|
1.21
|
6.80
|
7.69
|
13.98
|
232.0
|
0.60
|
9.05
|
3.19
|
76.8
|
|
13.3
|
1.3
|
13.9
|
|
|
High
|
1,071
|
110.0
|
5.01
|
10.89
|
15.38
|
18.43
|
431.5
|
2.01
|
17.36
|
3.96
|
83.3
|
|
23.8
|
3.4
|
49.2
|
|
|
|
Low
|
|
84.2
|
0.37
|
6.78
|
6.7
|
10.83
|
149.2
|
0.55
|
6.15
|
2.63
|
43.6
|
|
6.2
|
0.0
|
0.0
|
|
|
|
Mean
|
|
97.6
|
1.50
|
8.69
|
9.62
|
13.51
|
280.8
|
1.00
|
10.06
|
3.45
|
67.5
|
|
15.4
|
1.1
|
13.6
|
|
|
|
Median
|
|
98.6
|
1.05
|
8.69
|
8.96
|
12.72
|
259.4
|
0.82
|
9.02
|
3.45
|
66.9
|
|
14.7
|
1.0
|
13.7
|
|
Note: Publicly available financial data as of September
30, 2016 for the following companies: 1st Constitution Bancorp,
Mid Penn Bancorp Inc., First Bank, CB Financial Services Inc.,
Severn Bancorp Inc., and Stewardship Financial Corporation.
30, 2016 for the following companies: 1st Constitution Bancorp,
Mid Penn Bancorp Inc., First Bank, CB Financial Services Inc.,
Severn Bancorp Inc., and Stewardship Financial Corporation.
| (1) |
Nonperforming assets defined as nonaccrual loans and
leases, real estate owned, performing TDRs, and repossessed assets. |
The following table is added to page 85 of the Proxy
Statement/Prospectus immediately above the section captioned
Analysis of Selected Merger Transactions.
Statement/Prospectus immediately above the section captioned
Analysis of Selected Merger Transactions.
Financial data as of December 31, 2016 unless otherwise noted
Pricing data as of January 27, 2017
|
Balance Sheet
|
Capital Position
|
LTM Profitability
|
Valuation
|
|||||||||||||||
|
Price/
|
||||||||||||||||||
|
Company
|
Ticker
|
Total Assets ($mm)
|
Loans/ Deposits (%)
|
NPAs/ Total Assets (%)
|
TCE/ TA (%)
|
Leverage Ratio (%)
|
Total RBC Ratio (%)
|
CRE/ Total RBC (%)
|
ROAA (%)
|
ROAE (%)
|
Net Interest Margin (%)
|
Efficiency Ratio (%)
|
Tang. Book Value (%)
|
LTM EPS (x)
|
2017 Est. EPS (x)
|
2018 Est. EPS (x)
|
Current Dividend Yield (%)
|
Market Value ($mm)
|
|
ConnectOne Bancorp, Inc.
|
CNOB
|
4,426
|
103.9
|
1.83
|
8.93
|
9.29
|
11.78
|
527.3
|
0.73
|
6.30
|
3.41
|
41.6
|
|
25.6
|
15.7
|
13.6
|
1.2
|
|
|
Univest Corporation of Pennsylvania
|
UVSP
|
4,231
|
100.9
|
0.62
|
8.24
|
8.84
|
12.43
|
195.7
|
0.56
|
4.46
|
3.82
|
71.2
|
|
34.8
|
16.7
|
14.0
|
2.7
|
|
|
Bridge Bancorp, Inc.
|
BDGE
|
4,055
|
88.9
|
0.11
|
7.54
|
8.6
|
15.0
|
334.1
|
0.92
|
9.82
|
3.46
|
54.7
|
|
18.3
|
17.9
|
16.4
|
2.5
|
|
|
Oritani Financial Corp.
|
ORIT
|
4,012
|
131.7
|
0.30
|
13.42
|
14.94
|
17.69
|
506.7
|
1.20
|
8.32
|
2.93
|
40.3
|
|
17.2
|
17.8
|
18.7
|
4.0
|
|
|
TriState Capital Holdings, Inc.
|
TSC
|
3,930
|
103.5
|
0.69
|
7.37
|
7.9
|
12.66
|
295.2
|
0.81
|
8.48
|
2.23
|
66.1
|
|
22.4
|
19.7
|
14.6
|
0.0
|
|
|
Northfield Bancorp, Inc.
|
NFBK
|
3,850
|
109.4
|
0.75
|
15.25
|
15.48
|
19.58
|
347.5
|
0.70
|
4.26
|
2.98
|
60.6
|
|
32.0
|
29.4
|
30.4
|
1.8
|
|
|
Peapack-Gladstone Financial Corporation
|
PGC
|
3,774
|
98.0
|
0.78
|
8.11
|
8.39
|
13.17
|
572.1
|
0.67
|
8.22
|
2.78
|
60.1
|
|
21.7
|
17.5
|
14.3
|
0.6
|
|
|
Financial Institutions, Inc.
|
FISI
|
3,710
|
78.1
|
0.12
|
6.25
|
7.36
|
12.97
|
137.8
|
0.90
|
10.01
|
3.14
|
60.4
|
|
16.2
|
15.8
|
14.8
|
2.5
|
|
|
First of Long Island Corporation
|
FLIC
|
3,434
|
93.1
|
0.09
|
9.03
|
8.88
|
16.04
|
287.1
|
0.92
|
10.72
|
2.91
|
50.2
|
|
21.1
|
18.1
|
16.4
|
2.0
|
|
|
Arrow Financial Corporation
|
AROW
|
2,605
|
77.1
|
0.23
|
8.09
|
9.47
|
15.15
|
110.4
|
1.06
|
11.80
|
3.19
|
57.1
|
|
18.6
|
17.4
|
15.1
|
2.7
|
|
|
CNB Financial Corporation
|
CCNE
|
2,540
|
89.0
|
1.00
|
6.94
|
7.71
|
14.11
|
193.9
|
0.89
|
10.05
|
3.72
|
61.1
|
|
17.8
|
15.7
|
13.6
|
2.6
|
|
|
Canandaigua National Corporation
|
CNND
|
2,430
|
97.3
|
0.62
|
7.19
|
9.49
|
12.75
|
222.5
|
0.98
|
12.17
|
3.55
|
65.7
|
|
12.2
|
NA
|
NA
|
2.8
|
|
|
High
|
4,426
|
131.7
|
1.83
|
15.25
|
15.48
|
19.58
|
572.1
|
1.20
|
12.17
|
3.82
|
71.2
|
|
34.8
|
29.4
|
30.4
|
4.0
|
|
|
|
Low
|
2,430
|
77.1
|
0.09
|
6.25
|
7.36
|
11.78
|
110.4
|
0.56
|
4.26
|
2.23
|
40.3
|
|
12.2
|
15.7
|
13.6
|
0.0
|
|
|
|
Mean
|
3,583
|
97.6
|
0.59
|
8.86
|
9.70
|
14.44
|
310.9
|
0.86
|
8.72
|
3.18
|
57.4
|
|
21.5
|
18.3
|
16.5
|
2.1
|
|
|
|
Median
|
3,812
|
97.6
|
0.62
|
8.10
|
8.86
|
13.64
|
291.1
|
0.90
|
9.15
|
3.17
|
60.3
|
|
19.9
|
17.5
|
14.8
|
2.5
|
|
Note: Publicly available financial data as of
September 30, 2016 for the following companies:
Peapack-Gladstone Financial Corporation, First Long Island
Corporation, CNB Financial Corporation, and Canandaigua
National Corporation
September 30, 2016 for the following companies:
Peapack-Gladstone Financial Corporation, First Long Island
Corporation, CNB Financial Corporation, and Canandaigua
National Corporation
| (1) |
Nonperforming assets defined as nonaccrual loans and
leases, real estate owned, performing TDRs, and repossessed assets. |
| (2) |
Based on publicly available median analyst earnings
per share estimates. |
The following table is added to page 86 of the Proxy
Statement/Prospectus immediately above the last paragraph
on that page.
Statement/Prospectus immediately above the last paragraph
on that page.
National Precedent Transactions Analysis
|
Transaction Price /
|
|||||||
|
Buyer
|
Target
|
Announcement
Date
|
Transaction Value
($mm)
|
LTM EPS
(x)
|
TBV / Share
(%)
|
Core Deposit Premium
(%)
|
1-Day Market Premium
(%)
|
|
Midland States Bancorp Inc.
|
Centrue Financial Corporation
|
1/26/2017
|
173.8
|
4.1
|
NA
|
15.6
|
|
|
Renasant Corp.
|
Metropolitan BancGroup Inc.
|
1/17/2017
|
190.2
|
25.5
|
14.6
|
||
|
MainSource Financial Group
|
FCB Bancorp Inc
|
12/19/2016
|
57.0
|
NA
|
8.5
|
91.5
|
|
|
Veritex Holdings Inc.
|
Sovereign Bancshares Inc.
|
12/14/2016
|
176.0
|
21.5
|
17.1
|
||
|
CenterState Banks
|
Gateway Finl Hldgs of FL Inc.
|
11/30/2016
|
142.5
|
23.7
|
8.7
|
||
|
Access National Corp.
|
Middleburg Financial Corp.
|
10/24/2016
|
245.4
|
31.4
|
13.8
|
24.0
|
|
|
CenterState Banks
|
Platinum Bank Holding Co.
|
10/18/2016
|
84.9
|
29.3
|
10.4
|
||
|
Enterprise Financial Services
|
Jefferson County Bcshs Inc.
|
10/11/2016
|
130.8
|
19.7
|
6.0
|
||
|
First Commonwealth Financial
|
DCB Financial Corp
|
10/3/2016
|
106.4
|
8.9
|
NA
|
88.5
|
|
|
OceanFirst Financial Corp.
|
Ocean Shore Holding Co.
|
7/13/2016
|
147.7
|
20.0
|
5.2
|
32.1
|
|
|
Cathay General Bancorp
|
SinoPac Bancorp
|
7/8/2016
|
340.0
|
46.5
|
12.1
|
||
|
Berkshire Hills Bancorp Inc.
|
First Choice Bank
|
6/27/2016
|
117.8
|
57.8
|
2.4
|
||
|
First Bancorp
|
Carolina Bank Holdings Inc.
|
6/22/2016
|
97.3
|
18.5
|
6.6
|
20.7
|
|
|
QCR Holdings Inc.
|
Community State Bank
|
5/23/2016
|
80.0
|
14.4
|
4.4
|
||
|
Simmons First National Corp.
|
Citizens National Bank
|
5/18/2016
|
77.0
|
16.2
|
4.3
|
||
|
Revere Bank
|
Monument Bank
|
5/3/2016
|
65.1
|
20.3
|
7.3
|
||
|
First Mid-Illinois Bancshares
|
First Clover Leaf Fin Corp.
|
4/26/2016
|
89.5
|
19.4
|
4.5
|
33.1
|
|
|
Westfield Financial Inc.
|
Chicopee Bancorp Inc.
|
4/4/2016
|
111.0
|
34.2
|
5.3
|
15.8
|
|
|
Guaranty Bancorp
|
Home State Bancorp
|
3/16/2016
|
133.7
|
18.5
|
7.9
|
||
|
Horizon Bancorp
|
La Porte Bancorp Inc
|
3/10/2016
|
94.1
|
18.6
|
4.9
|
9.8
|
|
|
Midland Financial Co.
|
1st Century Bancshares Inc.
|
3/10/2016
|
116.0
|
43.2
|
9.3
|
40.3
|
|
|
Triumph Bancorp Inc.
|
ColoEast Bankshares Inc.
|
3/7/2016
|
69.7
|
32.0
|
3.0
|
||
|
Hampton Roads Bankshares Inc.
|
Xenith Bankshares Inc.
|
2/10/2016
|
104.5
|
32.6
|
3.2
|
||
|
Pinnacle Financial Partners
|
Avenue Financial Holdings Inc.
|
1/28/2016
|
209.4
|
29.0
|
13.0
|
51.8
|
|
|
High
|
340.0
|
57.8
|
17.1
|
91.5
|
|||
|
Low
|
57.0
|
4.1
|
2.4
|
9.8
|
|||
|
Mean
|
131.7
|
25.4
|
7.8
|
38.5
|
|||
|
Median
|
113.5
|
21.5
|
7.0
|
32.1
|
The following table is added to page 87 of the Proxy
Statement/Prospectus immediately above the section
captioned Net Present Value Analysis.
Statement/Prospectus immediately above the section
captioned Net Present Value Analysis.
Regional Precedent Transactions Analysis
|
Transaction Price /
|
|||||||
|
Buyer
|
Target
|
Announcement
Date
|
Transaction Value
($mm)
|
LTM EPS
(x)
|
TBV / Share
(%)
|
Core Deposit Premium
(%)
|
1-Day Market Premium
(%)
|
|
OceanFirst Financial Corp.
|
Ocean Shore Holding Co.
|
7/13/2016
|
147.7
|
20.0
|
5.2
|
32.1
|
|
|
Berkshire Hills Bancorp Inc.
|
First Choice Bank
|
6/27/2016
|
117.8
|
57.8
|
2.4
|
–
|
|
|
Revere Bank
|
Monument Bank
|
5/3/2016
|
65.1
|
20.3
|
7.3
|
–
|
|
|
Univest Corp. of Pennsylvania
|
Fox Chase Bancorp Inc.
|
12/8/2015
|
244.3
|
23.2
|
10.5
|
10.9
|
|
|
WSFS Financial Corp.
|
Penn Liberty Financial Corp.
|
11/23/2015
|
101.6
|
31.8
|
10.6
|
–
|
|
|
United Bankshares Inc.
|
Bank of Georgetown
|
11/9/2015
|
269.0
|
27.6
|
20.5
|
–
|
|
|
Beneficial Bancorp Inc
|
Conestoga Bank
|
10/22/2015
|
100.1
|
24.5
|
9.2
|
–
|
|
|
Community Bank System Inc.
|
Oneida Financial Corp.
|
2/24/2015
|
142.1
|
27.4
|
11.6
|
–
|
|
|
Bridge Bancorp Inc.
|
Community National Bk
|
12/15/2014
|
141.3
|
31.3
|
9.5
|
–
|
|
|
ST Bancorp Inc.
|
Integrity Bancshares Inc.
|
10/30/2014
|
159.4
|
16.8
|
15.3
|
99.4
|
|
|
Cape Bancorp Inc.
|
Colonial Financial Services
|
9/10/2014
|
55.8
|
NM
|
NA
|
11.3
|
|
|
National Penn Bancshares Inc.
|
TF Financial Corp.
|
6/4/2014
|
141.6
|
19.0
|
7.7
|
35.6
|
|
|
Bryn Mawr Bank Corp.
|
Continental Bank Holdings Inc
|
5/5/2014
|
108.8
|
42.3
|
13.2
|
–
|
|
|
High
|
269.0
|
57.8
|
20.5
|
99.4
|
|||
|
Low
|
55.8
|
16.8
|
2.4
|
10.9
|
|||
|
Mean
|
138.0
|
28.5
|
10.2
|
37.9
|
The following language is added on page 87 of the
Proxy Statement/Prospectus to the first paragraph of
the section captioned Net Present Value Analysis
immediately after the sentence that reads The
terminal values were then discounted to present
values using different discount rates ranging from
10.0% to 15.0% which were chosen to reflect different
assumptions regarding required rates of return of
holders or prospective buyers of RBPI common stock.
Proxy Statement/Prospectus to the first paragraph of
the section captioned Net Present Value Analysis
immediately after the sentence that reads The
terminal values were then discounted to present
values using different discount rates ranging from
10.0% to 15.0% which were chosen to reflect different
assumptions regarding required rates of return of
holders or prospective buyers of RBPI common stock.
Sandler ONeill utilized the equity build-up method to
calculate the appropriate discount rate for RBPI
common stock. As detailed in the following table, the
discount rate equals the sum of the risk free rate,
the equity risk premium, the size premium and the
industry premium:
calculate the appropriate discount rate for RBPI
common stock. As detailed in the following table, the
discount rate equals the sum of the risk free rate,
the equity risk premium, the size premium and the
industry premium:
|
Risk Free Rate
|
2.49%
|
|
Equity Risk Premium
|
5.80%
|
|
Size Premium
|
3.58%
|
|
Industry Premium
|
0.91%
|
|
Discount Rate
|
12.78%
|
The risk free rate is represented as the yield on the
10year U.S. Treasury note as of January 27, 2017. The
equity risk premium, size premium and industry
premium were sourced from the Duff Phelps 2016
Valuation Handbook.
10year U.S. Treasury note as of January 27, 2017. The
equity risk premium, size premium and industry
premium were sourced from the Duff Phelps 2016
Valuation Handbook.
The first sentence of the first paragraph on page
88 of the Proxy Statement/ Prospectus is revised to
read as follows:
88 of the Proxy Statement/ Prospectus is revised to
read as follows:
Sandler ONeill also performed an analysis that
estimated the net present value per share of BMBC
common stock assuming that BMBC performed in
accordance with publicly available consensus median
analyst earnings per share estimates for the years
ending December 31, 2017 and December 31, 2018, as
well as an estimated long-term earnings per share
growth rate of 8% for BMBC for the years
thereafter. This analysis also assumed that
dividends paid per share by BMBC on its common
stock would be consistent with BMBCs historical
practices.
estimated the net present value per share of BMBC
common stock assuming that BMBC performed in
accordance with publicly available consensus median
analyst earnings per share estimates for the years
ending December 31, 2017 and December 31, 2018, as
well as an estimated long-term earnings per share
growth rate of 8% for BMBC for the years
thereafter. This analysis also assumed that
dividends paid per share by BMBC on its common
stock would be consistent with BMBCs historical
practices.
The following language is added to the first
paragraph on page 88 of the Proxy
Statement/Prospectus immediately after the sentence
that reads The terminal values were then discounted
to present values using different discount rates
ranging from 9.0% to 13.0% chosen to reflect
different assumptions regarding required rates of
return of holders or prospective buyers of BMBC
common stock.
paragraph on page 88 of the Proxy
Statement/Prospectus immediately after the sentence
that reads The terminal values were then discounted
to present values using different discount rates
ranging from 9.0% to 13.0% chosen to reflect
different assumptions regarding required rates of
return of holders or prospective buyers of BMBC
common stock.
Sandler ONeill utilized the equity build-up method to
calculate the appropriate discount rate for BMBC
common stock. As detailed in the following table, the
discount rate equals the sum of the risk free rate,
the equity risk premium, the size premium and the
industry premium:
calculate the appropriate discount rate for BMBC
common stock. As detailed in the following table, the
discount rate equals the sum of the risk free rate,
the equity risk premium, the size premium and the
industry premium:
|
Risk Free Rate
|
2.49%
|
|
Equity Risk Premium
|
5.80%
|
|
Size Premium
|
1.70%
|
|
Industry Premium
|
0.91%
|
|
Discount Rate
|
10.90%
|
The risk free rate is represented as the yield on the
10year U.S. Treasury note as of January 27, 2017. The
equity risk premium, size premium and industry
premium were sourced from the Duff Phelps 2016
Valuation Handbook.
10year U.S. Treasury note as of January 27, 2017. The
equity risk premium, size premium and industry
premium were sourced from the Duff Phelps 2016
Valuation Handbook.
The third sentence of the second paragraph under the
section captioned Sander ONeills Relationship on page
89 of the Proxy Statement/Prospectus is revised to read
as follows, and an additional sentence is added
immediately thereafter.
section captioned Sander ONeills Relationship on page
89 of the Proxy Statement/Prospectus is revised to read
as follows, and an additional sentence is added
immediately thereafter.
Most recently, Sandler ONeill acted as placement agent
to BMBC in connection with its offer and sale of $30
million of subordinated notes on August 6, 2015, for
which Sandler ONeill received a fee in an amount equal
to $375,000. Sandler did not provide any other services
to BMBC during the past two years. Currently there are
no agreements, arrangements or understandings with
respect to any services to be provided to BMBC by
Sandler ONeill in the future.
to BMBC in connection with its offer and sale of $30
million of subordinated notes on August 6, 2015, for
which Sandler ONeill received a fee in an amount equal
to $375,000. Sandler did not provide any other services
to BMBC during the past two years. Currently there are
no agreements, arrangements or understandings with
respect to any services to be provided to BMBC by
Sandler ONeill in the future.
The following sentence is added immediately below the
table on page 89 of the Proxy Statement/Prospectus in
the section captioned Certain Non-Public, Unaudited,
Forward-Looking Information Provided by RBPI.
table on page 89 of the Proxy Statement/Prospectus in
the section captioned Certain Non-Public, Unaudited,
Forward-Looking Information Provided by RBPI.
In preparing financial projections of RBPI, Sandler
ONeill used estimated annual net income growth of 10%,
annual balance sheet growth of 5%, and annual loan and
deposit growth of 11% and 3%, respectively. These
estimated annual growth rates were provided to Sandler
ONeill by senior management of RBPI.
ONeill used estimated annual net income growth of 10%,
annual balance sheet growth of 5%, and annual loan and
deposit growth of 11% and 3%, respectively. These
estimated annual growth rates were provided to Sandler
ONeill by senior management of RBPI.
Safe Harbor Statement
This document contains certain forward-looking
information about BMBC and RBPI that is intended to
be covered by the safe harbor for forward-looking
statements provided by the Private Securities
Litigation Reform Act of 1995. These statements may
include statements for the period after the
completion of the Merger. Representatives of BMBC and
RBPI may also make forward-looking statements.
Forward-looking statements are statements that are
not historical facts. Words such as expect, believe,
will, may, anticipate, plan, estimate, intend,
should, can, likely, could and similar expressions
are intended to identify forward-looking statements.
These statements include statements about the
expected benefits of the Merger, information about
the combined companys objectives, plans and
expectations, the likelihood of satisfaction of
certain conditions to the completion of the Merger
and whether and when the Merger will be completed.
Forward-looking statements are not guarantees of
performance. These statements are based upon the
current beliefs and expectations of the management of
each of BMBC and RBPI and are subject to risks and
uncertainties, including the risks described in the
Proxy Statement/Prospectus under the section Risk
Factors, that could cause actual results to differ
materially from those expressed in, or implied or
projected by, the forward-looking information and
statements.
information about BMBC and RBPI that is intended to
be covered by the safe harbor for forward-looking
statements provided by the Private Securities
Litigation Reform Act of 1995. These statements may
include statements for the period after the
completion of the Merger. Representatives of BMBC and
RBPI may also make forward-looking statements.
Forward-looking statements are statements that are
not historical facts. Words such as expect, believe,
will, may, anticipate, plan, estimate, intend,
should, can, likely, could and similar expressions
are intended to identify forward-looking statements.
These statements include statements about the
expected benefits of the Merger, information about
the combined companys objectives, plans and
expectations, the likelihood of satisfaction of
certain conditions to the completion of the Merger
and whether and when the Merger will be completed.
Forward-looking statements are not guarantees of
performance. These statements are based upon the
current beliefs and expectations of the management of
each of BMBC and RBPI and are subject to risks and
uncertainties, including the risks described in the
Proxy Statement/Prospectus under the section Risk
Factors, that could cause actual results to differ
materially from those expressed in, or implied or
projected by, the forward-looking information and
statements.
In light of these risks, uncertainties, assumptions
and factors, the results anticipated by the
forward-looking statements discussed in the Proxy
Statement/Prospectus or made by representatives of
BMBC or RBPI may not occur. Readers are cautioned not
to place undue reliance on these forward-looking
statements, which speak only as of the date hereof
or, in the case of statements made by representatives
of BMBC or RBPI, on the date those statements are
made. All subsequent written and oral forward-looking
statements concerning the Merger or the combined
company or other matters addressed in the Proxy
Statement/Prospectus and attributable to BMBC or RBPI
or any person acting on behalf of either are
expressly qualified in their entirety by the
cautionary statements contained or referred to in
this section. Except to the extent required by
applicable law or regulation, neither BMBC nor RBPI
undertakes any obligation to update or publish
revised forward-looking statements to reflect events
or circumstances after the date of the Proxy
Statement/Prospectus or the date of the
forward-looking statements or to reflect the
occurrence of unanticipated events.
and factors, the results anticipated by the
forward-looking statements discussed in the Proxy
Statement/Prospectus or made by representatives of
BMBC or RBPI may not occur. Readers are cautioned not
to place undue reliance on these forward-looking
statements, which speak only as of the date hereof
or, in the case of statements made by representatives
of BMBC or RBPI, on the date those statements are
made. All subsequent written and oral forward-looking
statements concerning the Merger or the combined
company or other matters addressed in the Proxy
Statement/Prospectus and attributable to BMBC or RBPI
or any person acting on behalf of either are
expressly qualified in their entirety by the
cautionary statements contained or referred to in
this section. Except to the extent required by
applicable law or regulation, neither BMBC nor RBPI
undertakes any obligation to update or publish
revised forward-looking statements to reflect events
or circumstances after the date of the Proxy
Statement/Prospectus or the date of the
forward-looking statements or to reflect the
occurrence of unanticipated events.
Additional Information
This communication does not constitute an offer or
the solicitation of an offer to buy our securities or
the solicitation of any vote or approval. This
communication is being made in respect of the
proposed Merger. In connection with the proposed
Merger, BMBC and RBPI filed a definitive Proxy
Statement/Prospectus with the SEC. The definitive
Proxy Statement/Prospectus was mailed to RBPIs
shareholders on or about April 20, 2017. Before
making any voting decision, shareholders are urged to
read carefully in their entirety the definitive Proxy
Statement/Prospectus and any other relevant documents
filed by BMBC and RBPI with the SEC when they become
available because they contain and will contain
important information about the proposed Merger. You
may obtain copies of all documents filed with the SEC
regarding the proposed Merger, free of charge, at the
SECs website (www.sec.gov), by accessing RBPIs
website at http://www.royalbankamerica.com or by
calling RBPI at (610) 6684700 or by accessing BMBCs
website at http://www.bmtc.com or by calling BMBC at
(610) 5251700.
the solicitation of an offer to buy our securities or
the solicitation of any vote or approval. This
communication is being made in respect of the
proposed Merger. In connection with the proposed
Merger, BMBC and RBPI filed a definitive Proxy
Statement/Prospectus with the SEC. The definitive
Proxy Statement/Prospectus was mailed to RBPIs
shareholders on or about April 20, 2017. Before
making any voting decision, shareholders are urged to
read carefully in their entirety the definitive Proxy
Statement/Prospectus and any other relevant documents
filed by BMBC and RBPI with the SEC when they become
available because they contain and will contain
important information about the proposed Merger. You
may obtain copies of all documents filed with the SEC
regarding the proposed Merger, free of charge, at the
SECs website (www.sec.gov), by accessing RBPIs
website at http://www.royalbankamerica.com or by
calling RBPI at (610) 6684700 or by accessing BMBCs
website at http://www.bmtc.com or by calling BMBC at
(610) 5251700.
About ROYAL BANCSHARES OF PENNSYLVANIA, INC. (NASDAQ:RBPAA)
Royal Bancshares of Pennsylvania, Inc. is a bank holding company. The Company offers a range of financial and banking products and services. The principal activities of the Company are supervising Royal Bank America (Royal Bank), which engages in general banking business. It operates through two segments: Community Banking and Tax Liens. Its community banking segment consists of commercial and retail banking and equipment leasing. The community banking business segment includes Royal Bank and Royal Bank Leasing, and offers a range of products and services. Its tax liens segment includes ownership interest in Crusader Servicing Corporation and Royal Tax Lien Services, LLC. Royal Bank conducts business operations as a commercial bank offering consumer and business deposit products and services, and commercial and consumer loans, including home equity and small business administration loans. It also offers a range of services, such as cash management products and mobile deposits. ROYAL BANCSHARES OF PENNSYLVANIA, INC. (NASDAQ:RBPAA) Recent Trading Information
ROYAL BANCSHARES OF PENNSYLVANIA, INC. (NASDAQ:RBPAA) closed its last trading session down -0.04 at 4.22 with 21,293 shares trading hands.