WSFS Financial Corp. on May 21 submitted a nonbinding indication of interest letter for Philadelphia-based Beneficial Bancorp Inc., proposing a price range of $19.00 to $20.00 per Beneficial common share, with the merger consideration to be paid in a combination of cash and WSFS common stock.
The Wilmington, Del.-based company was one of two institutions that had expressed a desire to explore a potential business combination with Beneficial. Two others indicated that they may have future interest but were not prepared to pursue a deal at the time.
The second institution that expressed interest in exploring an opportunity at the same time as WSFS later indicated that, while it remained interested, it was not prepared to pursue a deal at the time. Ultimately, Beneficial moved forward with WSFS, which, on July 1, submitted an updated nonbinding indication of interest letter.
WSFS proposed a merger consideration with a value of $19.50 per Beneficial common share in an approximately 85%-stock and 15%-cash transaction. With respect to the stock consideration, WSFS proposed a fixed exchange ratio of 0.3013 of a share of its common stock for each outstanding Beneficial common share, which was based on the 10-day average closing price of WSFS' common stock for the 10 trading days ended June 29.
The companies Aug. 8 announced the execution of the merger agreement, which includes a termination fee of $52.5 million, payable by either WSFS or Beneficial, should the deal fall through under certain circumstances.