Bryn Mawr, Pa.-based Bryn Mawr Bank Corp. has agreed to buy Bala Cynwyd, Pa.-based Royal Bancshares of Pennsylvania Inc. in a deal valued at $127.7 million.
Class A Royal Bancshares shareholders will receive 0.1025 Bryn Mawr common share for each Class A common share they hold, while Class B Royal Bancshares shareholders will receive 0.1179 common share of Bryn Mawr for each Class B common share they hold.
SNL calculates that the merger consideration is valued at 241.0% of book, 241.0% of tangible book, 13.5x earnings, and 16.1x last-12-months core earnings, on a per-share basis. It is also 20.00% of deposits and 15.13% of assets. The deal also carries a tangible book premium-to-core deposits ratio of 14.45%.
Bryn Mawr expects the deal to be accretive to tangible book value per share as of the closing date and accretive to earnings during the first 12 months of operations, excluding nonrecurring merger-related expenses.
All options to purchase shares of Royal Bancshares common shares will be cashed out upon the completion of the merger.
SNL valuations for bank and thrift targets in the Mid Atlantic region between Jan. 31, 2016, and Jan. 31, 2017, averaged 128.57% of book, 133.85% of tangible book and had a median of 21.36x last-12-months earnings, on an aggregate basis, and averaged 124.39% of book, 130.45% of tangible book and had a median of 20.53x last-12-months earnings, on a per-share basis.
Bryn Mawr will expand in Pennsylvania, by 12 branches to be ranked No. 20 with a 0.81% share of approximately $365.54 billion in total market deposits. In addition, the company will enter New Jersey, with one branch to be ranked No. 122 with a 0.01% share of approximately $313.46 billion in total market deposits.
The deal brings around $602 million in loans and $630 million in deposits to Bryn Mawr, based on unaudited Dec. 31, 2016, financial results, according to a Jan. 31 press release. It will also provide entry for the company in the New Jersey, Berks County and Pennsylvania markets.
As of Dec. 31, 2016, Bryn Mawr had $3.42 billion in assets, while Royal Bancshares had $832.5 million in assets.
Royal Bancshares President and CEO Kevin Tylus will join Bryn Mawr's senior management team following completion of the deal.
The deal is set to close in the third quarter of 2017, subject to regulatory and Royal Bancshares shareholder approvals.
Boenning & Scattergood Inc. served as Bryn Mawr's financial adviser, while Reed Smith LLP served as the company's legal adviser. Sandler O'Neill & Partners LP. led by Emmett Daly, Derek Szot, and Alex Bondroff, and RBC Capital Markets LLC served as financial adviser to Royal Bancshares, while Stevens & Lee PC served as their legal adviser.