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BMTC > SEC Filings for BMTC > Form 8-K on 5-May-2014All Recent SEC Filings

Show all filings for BRYN MAWR BANK CORP



Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financi

Item 1.01 Entry into a Material Definitive Agreement

On May 5, 2014, Bryn Mawr Bank Corporation ("BMBC"), the parent company of The Bryn Mawr Trust Company ("BMT"), and Continental Bank Holdings, Inc. ("CBH"), the parent company of Continental Bank("CB"), entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which CBH will merge with and into BMBC (the "Merger"). Concurrent with the Merger, it is expected that CB will merge with and into BMT (the "Bank Merger").

Under the terms of the Merger Agreement, which is included as Exhibit 2.1 hereto and incorporated herein by reference, shareholders of CBH will receive 0.45 shares (the "Exchange Ratio") of BMBC stock for each share of common stock and preferred stock of CBH they own, plus cash in lieu of fractional shares. The Merger Agreement also provides that all options to purchase CBH stock and certain warrants held by organizers of CBH which are outstanding and unexercised immediately prior to the closing ("Continuing Options and Warrants") shall become fully vested and exercisable and be converted into fully vested and exercisable options or warrants, as the case may be, to purchase shares of BMBC common stock. The number of shares of BMBC stock to be subject to the Continuing Options and Warrants will be equal to the Exchange Ratio multiplied by the number of shares of CBH stock subject to the Continuing Options and Warrants, subject to rounding. The exercise price per share of BMBC stock under the Continuing Options and Warrants will be equal to the exercise price per share of CBH stock under the Continuing Options and Warrants divided by the Exchange Ratio, subject to rounding. Each warrant to purchase a share of Series B Preferred Stock of CBH which is outstanding and unexercised immediately prior to closing (the "Series B Warrants") will be cancelled by CBH in exchange for cash payment equal to $2.94 ("Series B Warrant Consideration").

The senior management of BMBC will remain the same following the Merger. At the closing of the Merger, BMBC and BMT will each expand the size of its board by two members and elect two current directors of CBH selected by BMBC as independent directors to serve in the class of directors whose terms expire at the 2015 annual meeting of shareholders of BMBC. To the extent that the initial terms of such directors are not four years, at the end of the initial term of each of such director, he will be re-nominated for an additional term, subject to the fiduciary duties of the board of directors and any applicable eligibility requirements set forth in BMBC's articles of incorporation, bylaws, or nominating and corporate governance committee guidelines, or any applicable law, rule, regulation or listing standard, such that each of such directors will serve at least four full years.

Each of the directors of CBH has entered into a Voting Agreement with BMBC, pursuant to which such director has agreed, among other things, to vote all shares of common stock of CBH owned by him or her in favor of the approval of the Merger at any shareholders' meeting called to vote upon the Merger.

The Merger Agreement contains (a) customary representations and warranties of CBH and BMBC, including, among others, with respect to corporate organization, capitalization, corporate authority, third party and governmental consents and approvals, financial statements, and compliance with applicable laws,
(b) covenants of CBH to

conduct its business in the ordinary course until the Merger is completed;
(c) covenants of CBH to cause its directors to enter into certain non-solicitation and non-competition agreements with BMBC; (d) covenants of BMBC to use reasonable efforts to preserve intact its business organization and assets and maintain its rights and franchises, and (e) other customary covenants of CBH and BMBC. CBH has also agreed not to (i) solicit proposals relating to alternative business combination transactions or (ii) subject to certain exceptions, enter into discussions concerning, or provide confidential information in connection with, any proposals for alternative business combination transactions.

Consummation of the Merger is subject to certain conditions, including, among others, approval of the Merger by shareholders of both CBH and BMBC, governmental filings and the receipt of regulatory approvals and expiration of applicable waiting periods, the accuracy of specified representations and warranties of the other party, the amendment of the Series B Warrants consenting to the cancellation of such warrants in exchange for the Series B Warrant Consideration prior to closing, the consent of the holders of the CBH Series B Preferred Stock to the conversion of such stock into BMBC common stock upon consummation of the Merger, effectiveness of the registration statement to be filed with the Securities and Exchange Commission (the "SEC") to register shares of BMBC common stock to be offered to CBH shareholders, absence of a material adverse effect, receipt of tax opinions, and obtaining material permits and authorizations for the lawful consummation of the Merger and the Bank Merger. Additionally, the Merger is conditioned upon holders of no more than 10% of the issued and outstanding shares of CBH having exercised their statutory appraisal or dissenters' rights pursuant to the Merger Agreement.

The Merger Agreement also contains certain termination rights for CBH and BMBC, as the case may be, applicable upon the occurrence or non-occurrence of certain events, including: final, non-appealable denial of required regulatory approvals or injunction prohibiting the transactions contemplated by the Merger Agreement; if, subject to certain conditions, the Merger has not been completed by December 31, 2014; a breach by the other party that is not or cannot be cured within 30 days if such breach would result in a failure of the conditions to closing set forth in the Merger Agreement; either party's shareholders failure to approve the transaction by the required vote; entry by the Board of Directors of CBH into an alternative business combination transaction; or the failure by the Board of Directors of CBH to recommend the Merger to its shareholders. Additionally, CBH may terminate the Merger Agreement if the average closing price of BMBC common stock during a specified period prior to closing is less than $21.97 and BMBC's common stock underperforms a specified peer-group index by more than 20%, unless BMBC elects to make a compensating adjustment to the Exchange Ratio. If the Merger is not consummated under certain circumstances, CBH has agreed to pay BMBC a termination fee of $4.5 million plus all costs and expenses incurred by BMBC in connection with the transactions contemplated by the Merger Agreement, including attorney, accountant and financial advisor fees.

The representations and warranties of each party set forth in the Merger Agreement have been made solely for the benefit of the other party to the Merger Agreement. In addition, such representations and warranties (a) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by

investors, (b) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement, and (c) may have been included in the Merger Agreement for the purpose of allocating risk between CBH and BMBC rather than establishing matters as facts. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the parties or their respective businesses.

The foregoing summary of the Merger Agreement is not complete and is qualified in its entirety by reference to the complete text of such document, which is filed as Exhibit 2.1 hereto and which is incorporated herein by reference in its entirety.

BMBC will file with the SEC a Registration Statement on Form S-4 concerning the Merger. The Registration Statement will include a prospectus for the offer and sale of BMBC common stock to CBH shareholders as well as a proxy statement of each BMBC and CBH for the solicitation of proxies from each of their shareholders for use at the respective meetings at which the Merger will be voted upon. The combined prospectus and proxy statement and other documents filed by BMBC with the SEC will contain important information about BMBC, CBH, and the Merger. We urge investors, CBH shareholders and BMBC 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. BMBC and CBH 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 BMBC - at the SEC's website at Copies of the combined prospectus and proxy statement, and the filings with the SEC incorporated by . . .

Item 7.01 Regulation FD Disclosure.

On May 5, 2014, BMBC issued a Press Release, attached hereto as Exhibit 99.1, announcing its May 5, 2014 entry into an Agreement and Plan of Merger with Continental Bank Holdings, Inc.

Additionally, attached hereto as Exhibit 99.2 and incorporated herein by reference is a Slide Presentation that is expected to be discussed during the BMBC conference call to be held at 11:00 a.m. EDT on May 5, 2014 (discussed in the Press Release).

Exhibits 99.1 and 99.2 are incorporated in this Item 7.01 by reference. The information contained in such Exhibits shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit                                  Description

  2.1       Agreement and Plan of Merger, dated as of May 5, 2014, by and between
            Bryn Mawr Bank Corporation and Continental Bank Holdings, Inc.*

 99.1       Press Release

 99.2       Slide Presentation

* Schedules to the Merger Agreement have been omitted in accordance with Item 601(b) of Regulation S-K. The registrant hereby agrees to furnish supplementally a copy of any schedules to the SEC upon its request.

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