WILMINGTON, Del., Aug. 09, 2018 (GLOBE NEWSWIRE) -- Kroll Bond Rating Agency (KBRA) affirmed the ratings of WSFS Financial
Corporation (NASDAQ:WSFS, or WSFS) following the August 8, 2018, announcement to combine with Beneficial Bancorp, Inc.
(NASDAQ:BNCL, or “Beneficial”). Upon the close of the transaction, Beneficial Bank, the wholly owned subsidiary of Beneficial, will
merge into WSFS Bank, a wholly owned subsidiary of WSFS. With a “Stable Outlook” for WSFS, KBRA said it views the proposed
combination as “potentially favorable for WSFS’ creditors.” KBRA also noted that the “strategic and financial rationale for the
proposed deal…is expected to leverage projected cost synergies” as WSFS will reinvest $32 million, or about 50% of estimated cost
savings associated with the transaction, into a five-year transformational investment in technology and delivery systems. The
delivery transformation will produce a top-tier physical and digital servicing platform that will significantly enhance customer
experiences across all of WSFS’ business lines.
“KBRA’s affirmation of our debt rating is indicative of the thorough due diligence process we employed for this transaction, our
proven track record of successfully integrating recent acquisitions and beating expected results, and the anticipated financial
value of the combination,” said Dominic C. Canuso, WSFS’ Executive Vice President and Chief Financial Officer.
KBRA’s ratings affirmation includes senior unsecured debt rating of A- and subordinated debt rating of BBB+ for WSFS. It should
be noted that KBRA does not rate Beneficial.
WSFS’ acquisition of Beneficial is expected to close during the first quarter of 2019 with a planned conversion and integration
in the third quarter of the same year.
About WSFS Financial Corporation
WSFS Financial Corporation is a multi-billion dollar financial services company. Its primary subsidiary, WSFS Bank, is the oldest
and largest locally-managed bank and trust company headquartered in Delaware and the Delaware Valley. As of June 30, 2018, WSFS
Financial Corporation had $7.11 billion in assets on its balance sheet and $19.09 billion in assets under management and
administration. WSFS operates from 77 offices located in Delaware (46), Pennsylvania (29), Virginia (1) and Nevada (1) and provides
comprehensive financial services including commercial banking, retail banking, cash management and trust and wealth management.
Other subsidiaries or divisions include Christiana Trust, Christiana Trust of DE, WSFS Wealth Investments, WSFS Wealth Client
Management, Cypress Capital Management, LLC, West Capital Management, Powdermill Financial Solutions, Cash Connect®,
WSFS Mortgage and Arrow Land Transfer. Serving the Delaware Valley since 1832, WSFS Bank is one of the ten oldest banks in the
United States continuously operating under the same name. For more information, please visit wsfsbank.com.
Important Additional Information will be Filed with the SEC
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of
any vote or approval with respect to the proposed acquisition by WSFS of Beneficial (the “Proposed Transaction”). No offer of
securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no
offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would
be unlawful. In connection with the Proposed Transaction, WSFS will file with the U.S. Securities and Exchange Commission (the
“SEC”) a Registration Statement on Form S-4 (the “Registration Statement”) that will include a joint proxy statement of WSFS and
Beneficial and a prospectus of WSFS (the “Joint Proxy/Prospectus”), and each of WSFS and Beneficial may file with the SEC other
relevant documents concerning the Proposed Transaction. The definitive Joint Proxy/Prospectus will be mailed to stockholders of
WSFS and Beneficial. Stockholders are urged to read the Registration Statement and Joint Proxy/Prospectus regarding the
Proposed Transaction carefully and in their entirety when they become available and any other relevant documents filed with the SEC
by WSFS and Beneficial, as well as any amendments or supplemental to those documents, because they will contain important
information about the Proposed Transaction. Free copies of the Registration Statement and the Joint Proxy/Prospectus, as
well as other filings containing information about WSFS and Beneficial, may be obtained at the SEC’s website (http://www.sec.gov)
when they are filed. You will also be able to obtain these documents, when they are filed, free of charge, by directing a request
to WSFS Financial Corporation, WSFS Bank Center, 500 Delaware Avenue, Wilmington, Delaware 19801 or by directing a request to
Beneficial Bancorp, Inc., Beneficial Bank Place, 1818 Market Street, Philadelphia, Pennsylvania 19103.
Participants in the Solicitation
WSFS, Beneficial and certain of their respective directors, executive officers and employees may be deemed to be participants in
the solicitation of proxies from the stockholders of WSFS or Beneficial in respect of the Proposed Transaction. Information about
WSFS’ directors and executive officers is available in its proxy statement for its 2018 annual meeting of stockholders, which was
filed with the SEC on March 23, 2018, and information regarding Beneficial’s directors and executive officers is available in its
proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on March 8, 2018. Information regarding
the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy/Prospectus and other relevant
materials to be filed with the SEC when they become available. Free copies of this document may be obtained as described in the
preceding paragraph.
Forward-Looking Statements
This press release contains estimates, predictions, opinions, projections and other “forward-looking statements” as that phrase is
defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements
relating to the impact WSFS expects its proposed acquisition of Beneficial to have on the combined entity’s operations, financial
condition, and financial results, and WSFS’ expectations about its ability to successfully integrate the combined businesses and
the amount of cost savings and overall operational efficiencies WSFS expects to realize as a result of the proposed acquisition.
The forward-looking statements also include predications or expectations of future business or financial performance as well as
goals and objectives for future operations, financial and business trends, business prospects, and management's outlook or
expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or
business performance, strategies or expectations. The words “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,”
“project” and similar expressions, among others, generally identify forward-looking statements. Such forward-looking statements are
based on various assumptions (many of which are beyond the control of WSFS and Beneficial) and are subject to risks and
uncertainties (which change over time) and other factors which could cause actual results to differ materially from those currently
anticipated. Such risks and uncertainties include, but are not limited to, the possibility that the proposed acquisition does not
close when expected or at all because required regulatory, stockholder or other approvals and other conditions to closing are not
received or satisfied on a timely basis or at all, the failure to close for any other reason, changes in WSFS’ share price before
closing, that the businesses of WSFS and Beneficial will not be integrated successfully, that the cost savings and any synergies
from the proposed acquisition may not be fully realized or may take longer to realize than expected, disruption from the proposed
acquisition making it more difficult to maintain relationships with employees, customers or other parties with whom WSFS or
Beneficial have business relationships, diversion of management time on merger-related issues, risks relating to the potential
dilutive effect of shares of WSFS common stock to be issued in the transaction, the reaction to the transaction of the companies’
customers, employees and counterparties and other factors, many of which are beyond the control of WSFS and Beneficial. We refer
you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of
WSFS’ Annual Report on Form 10-K for the year ended December 31, 2017, the Annual Report on Form 10-K filed by Beneficial for the
year ended December 31, 2017 and any updates to those risk factors set forth in WSFS’ and Beneficial’s Quarterly Reports on Form
10-Q, Current Reports on Form 8-K and other filings, which have been filed by WSFS and Beneficial with the SEC and are available on
the SEC’s website at www.sec.gov. All forward-looking statements, expressed or implied, included in this press release are
expressly qualified in their entirety by the cautionary statements contained or referred to herein. The actual results or
developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or
effects on WSFS, Beneficial or their respective businesses or operations. We caution readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date on which they are made. Neither WSFS nor Beneficial undertakes any
obligation, and specifically declines any obligation, to revise or update any forward-looking statements, whether as a result of
new information, future developments or otherwise.
Investor Relations Contact:
Dominic C. Canuso
(302) 571-6833
dcanuso@wsfsbank.com
Media Contact:
Jimmy A. Hernandez
(302) 571-5254
jhernandez@wsfsbank.com
