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| 8-K - BRYN MAWR BANK CORPORATION - FORM 8-K - BRYN MAWR BANK CORP | d513670d8k.htm |
 Bryn Mawr Bank Corporation
NASDAQ: BMTC
Acquisition of MidCoast Community Bancorp, Inc.
Conference Call April 1, 2013
Exhibit 99.1 |
 Acquiror:
Bryn Mawr Bank Corporation (NASDAQ: BMTC)
Target:
MidCoast Community Bancorp, Inc.
Consideration:
100% Stock
Exchange Ratio:
Fixed at 0.52x shares of BMTC common stock for each common share
of MidCoast Bancorp
Offer Price Per Share
(1)
:
Approximately $12.00
Offer Price to Target’s Tangible
Book Value Per Share:
1.47x
Fully Diluted Transaction Value:
$33.3 million
BMBC Shares to be Issued:
Approximately 1.4 million
Target’s Warrant Treatment:
Bryn Mawr Bank Corporation will cash out all in-the-money MidCoast
Community Bancorp, Inc. warrants prior to close
Target’s Option Treatment:
Bryn Mawr Bank Corporation will roll over all MidCoast Community
Bancorp, Inc. options at close
BMBC Management:
No changes
Board Representation:
Local advisory board will be formed with MidCoast Community Bancorp, Inc. board
members (1)
Based upon BMTC’s average daily closing price ($23.04) for twenty consecutive
trading days ending 3/22/2013 Transaction Overview
1 of 2 |
 Transaction Overview
2 of 2
Cost Savings:
22% to 24% anticipated savings
Termination Fee:
$1.67 million plus professional fees
Required Approvals:
Customary regulatory and MidCoast Community Bancorp, Inc. shareholder
approvals Anticipated Closing:
3
Quarter 2013
Anticipated System Conversion:
1
Quarter 2014
Proforma BMBC Tangible Common
Equity Ratio:
Approximately 7.90% at Closing
Pre Tax Merger Costs:
Approximately $4.7 million in 2013 and $1.8 million in 2014
Accretion:
Anticipated 3.0% to 5.0% excluding merger costs in first full year
Tangible Book Valuation Per Share
Dilution:
3.5% anticipated
Estimated Merger Adjustments
Loan Mark:
$10.6 million or 4.5% of loans
Certificate of Deposit Mark:
$4.3 million or 1.7% of total deposits
Core Deposit Intangible:
$1.1 million or 1.5% of core deposits
Total Goodwill:
Approximately $18 million
rd
st |
 MidCoast Community Bancorp Overview
De novo bank established in 2007 in Wilmington, DE
Engages in commercial banking targeting local
individuals, small and mid-sized business, real estate
developers and other corporate customers
40 employees
3 full service branches, 1 limited at headquarters
At 12/31/12
(1)
:
o
Assets $278 Million
o
Loans $235 Million
o
Deposits $249 Million
o
Equity of $22.2 Million
o
Nonperforming loans $994 thousand or 0.40% of total loans
o
Nonperforming assets $1,272 thousand or 0.46% of total assets
Loan CAGR of 32.5% since inception
(2)
Deposit CAGR of 35.5% since inception
(2)
Pro Forma Franchise
Bryn Mawr (26)
MidCoast (4)
(1)
Bank level regulatory data
(2)
Inception defined as 12/31/2007 |
 Res. R.E.
$46 mm
20%
Comm RE
$132 mm
56%
Comm & Ind.
$40 mm
17%
Cons. & Other
$8 mm
3%
Constr.
$9 mm
4%
MidCoast Community Bancorp Overview
Loan
Portfolio
–
($235
million)
(2)
Deposit
Portfolio
–
($249
million)
(2)
Delaware Expansion (Expected Benefits)
Deposit
Market
Share
–
Combined
Counties
(1)
Enhances recent Delaware expansion with First Bank
of Delaware acquisition
Increases branches from 1 to 5 in Delaware
Increases Delaware total loan portfolio from $84
million at 12/31/12 to a proforma $320 million
Increases total Delaware deposit portfolio from $66
million at 12/31/12 to a proforma $300 million
Source: SNL Financial
Deposit
data
as
of
6/30/2012;
Excludes
cyber
branches
of
TD,
COF
and
HSBC
(1)
Combined counties of operation include New Castle and Kent counties of
Delaware (2)
Bank level regulatory data
Rank
Institution
Total Active
Branches
Total Deposits
($mm)
Deposit Market
Share
(%)
1
M&T Bank Corp.
35
$4,884
27.1%
2
WSFS Financial Corp.
30
2,879
16.0
3
PNC Financial Services Group Inc.
39
2,470
13.7
4
Wells Fargo & Co.
19
1,842
10.2
5
Citigroup Inc.
3
1,704
9.5
6
Comenity Bank
1
1,274
7.1
7
Royal Bank of Scotland Group Plc
21
775
4.3
8
Toronto-Dominion Bank
11
728
4.0
9
Artisans' Bank
10
408
2.3
Pro Forma
5
319
1.8
10
Bank of America Corp.
7
248
1.4
12
MidCoast Community Bancorp, Inc.
4
228
1.3
14
Bryn Mawr Bank Corporation
1
91
0.5
Total: 1-10
176
$17,212
95.5
Total: 1-21
205
$18,028
100.0
Demand
Deposits
$15 mm
6%
NOW & Other
Trans. Accts
$22 mm
9%
MMDA &
Savings
$38 mm
15%
Retail Time
Deposits
$87 mm
35%
Jumbo Time
Deposits
$86 mm
35% |
 Transaction Rationale
Strategically
Significant
Natural expansion of Bryn Mawr’s footprint into the Delaware market
MidCoast is one of the few community banks in the Wilmington market
Leverages Bryn Mawr’s wealth management platform in Delaware
Bryn Mawr’s capital strength will enhance target’s loan production
Over 50% of the target’s loan portfolio is floating rate
Substantial due diligence completed by Bryn Mawr Team
Credit review team assisted by an independent loan review firm
No significant issues identified
Low-Risk
Transaction |
 Transaction Rationale
22% to 24% cost savings anticipated
Additional Bryn Mawr services can be cross-sold including: wealth services,
private banking, residential mortgage origination and processing, and
insurance services
Bryn Mawr’s funding model focuses on growing lower cost core deposits
Immediately accretive to earnings per share (excluding merger costs)
Tangible book value dilution at 3.5%
Internal rate of return well in excess of internal thresholds
Financially
Attractive
Achievable
Synergies |
 8
This presentation contains statements which, to the extent that they are not
recitations of historical fact may constitute forward-looking statements
for purposes of the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended. Such forward-looking statements may
include financial and other projections as well as statements regarding Bryn
Mawr Bank Corporation’s (the “Corporation”) that may include future
plans, objectives, performance, revenues, growth, profits, operating
expenses or the Corporation’s underlying assumptions. The words
“may”, “would”, “should”, “could”, “will”, “likely”, “possibly”, “expect,”
“anticipate,”
“intend”, “estimate”, “target”,
“potentially”, “probably”, “outlook”, “predict”,
“contemplate”,
“continue”,
“plan”,
“forecast”,
“project”
and
“believe”
or
other
similar
words,
phrases
or concepts may identify forward-looking statements. Persons reading or present
at this presentation are cautioned that such statements are only
predictions, and that the Corporation’s actual future results or
performance may be materially different. Such forward-looking statements
involve known and unknown risks and uncertainties. A number of factors, many
of which are beyond the Corporation’s control, could cause our actual results,
events or developments, or industry results, to be materially different from any
future results, events
or
developments
expressed,
implied
or
anticipated
by
such
forward-looking
statements,
and so our business and financial condition and results of operations could be
materially and adversely affected.
Safe Harbor |
 9
Safe Harbor (continued)
Such
factors
include,
among
others,
our
need
for
capital,
our
ability
to
control
operating
costs
and
expenses,
and
to
manage
loan
and
lease
delinquency
rates;
the
credit
risks
of
lending
activities
and
overall
quality
of
the
composition
of
our
loan,
lease
and
securities
portfolio;
the
impact
of
economic
conditions,
consumer
and
business
spending
habits,
and
real
estate
market
conditions
on
our
business
and
in
our
market
area;
changes
in
the
levels
of
general
interest
rates,
deposit
interest
rates,
or
net
interest
margin
and
funding
sources;
changes
in
banking
regulations
and
policies
and
the
possibility
that
any
banking
agency
approvals
we
might
require
for
certain
activities
will
not
be
obtained
in
a
timely
manner
or
at
all
or
will
be
conditioned
in
a
manner
that
would
impair
our
ability
to
implement
our
business
plans;
changes
in
accounting
policies
and
practices;
the
inability
of
key
third-party
providers
to
perform
their
obligations
to
us;
our
ability
to
attract
and
retain
key
personnel;
competition
in
our
marketplace;
war
or
terrorist
activities;
material
differences
in
the
actual
financial
results,
cost
savings
and
revenue
enhancements
associated
with
our
acquisitions
including
our
contemplated
acquisition
of
the
First
Bank
of
Delaware;
and
other
factors
as
described
in
our
securities
filings.
All
forward-looking
statements
and
information
made
herein
are
based
on
Management’s
current
beliefs
and
assumptions
as
of
April
1,
2013
and
speak
only
as
of
that
date.
The
Corporation
does
not
undertake
to
update
forward-looking
statements.
For
a
complete
discussion
of
the
assumptions,
risks
and
uncertainties
related
to
our
business,
you
are
encouraged
to
review
our
filings
with
the
Securities
and
Exchange
Commission,
including
our
most
recent
annual
report
on
Form
10-K,
as
well
as
any
changes
in
risk
factors
that
we
may
identify
in
our
quarterly
or
other
reports
filed
with
the
SEC. |
 10
Safe Harbor (continued)
The
Corporation
intends
to
file
with
the
Securities
and
Exchange
Commission
(the
“SEC”)
a
Registration
Statement
on
Form
S-4
concerning
the
merger
of
MidCoast
Financial
Bancorp,
Inc.
with
and
into
the
Corporation
(the
“Merger”).
The
Registration
Statement
will
include
a
prospectus
for
the
offer
and
sale
of
the
Corporation’s
common
stock
to
MidCoast
Community
Bancorp,
Inc.’s
shareholders
as
well
as
a
proxy
statement
of
MidCoast
Community
Bancorp,
Inc.
for
the
solicitation
of
proxies
from
its
shareholders
for
use
at
the
meeting
at
which
the
Merger
will
be
voted
upon.
The
combined
prospectus
and
proxy
statement
and
other
documents
filed
by
the
Corporation
with
the
SEC
will
contain
important
information
about
the
Corporation,
MidCoast
Community
Bancorp,
Inc.
and
the
Merger.
We
urge
investors
and
MidCoast
Community
Bancorp,
Inc.’s
shareholders
to
read
carefully
the
combined
prospectus
and
proxy
statement
and
other
documents
filed
with
the
SEC,
including
any
amendments
or
supplements
also
filed
with
the
SEC.
MidCoast
Community
Bancorp
Inc.’s
shareholders
in
particular
should
read
the
combined
prospectus
and
proxy
statement
carefully
before
making
a
decision
concerning
the
Merger.
Investors
and
shareholders
will
be
able
to
obtain
a
free
copy
of
the
combined
prospectus
and
proxy
statement
–
along
with
other
filings
containing
information
about
the
Corporation
–
at
the
SEC’s
website
at
http://www.sec.gov.
Copies
of
the
combined
prospectus
and
proxy
statement,
and
the
filings
with
the
SEC
incorporated
by
reference
in
the
combined
prospectus
and
proxy
statement,
can
also
be
obtained
free
of
charge
by
directing
a
request
to
Bryn
Mawr
Bank
Corporation,
801
Lancaster
Avenue,
Bryn
Mawr,
PA
19010,
attention:
Geoffrey
L.
Halberstadt,
Secretary,
telephone
(610)
581-4873. |
 11
Safe Harbor (continued)
MidCoast
Community
Bancorp,
Inc.,
the
Corporation
and
certain
of
their
directors
and
executive
officers
may,
under
the
rules
of
the
SEC,
be
deemed
to
be
“participants”
in
the
solicitation
of
proxies
from
shareholders
in
connection
with
the
Merger.
Information
concerning
the
interests
of
the
persons
who
may
be
considered
“participants”
in
the
solicitation
as
well
as
additional
information
concerning
the
Corporation’s
directors
and
executive
officers
will
be
set
forth
in
the
combined
prospectus
and
proxy
statement
relating
to
the
Merger.
Information
concerning
the
Corporation’s
directors
and
executive
officers
is
also
set
forth
in
its
proxy
statement
and
annual
report
on
Form
10-K
(including
any
amendments
thereto),
previously
filed
with
the
SEC.
This
communication
shall
not
constitute
an
offer
to
sell
or
the
solicitation
of
an
offer
to
buy
any
securities
nor
shall
there
be
any
sale
of
securities
in
any
jurisdiction
in
which
the
offer,
solicitation,
or
sale
is
unlawful
before
registration
or
qualification
of
the
securities
under
the
securities
laws
of
the
jurisdiction.
No
offer
of
securities
shall
be
made
except
by
means
of
a
prospectus
satisfying
the
requirements
of
Section
10
of
the
Securities
Act
of
1933,
as
amended. |