Bryn Mawr Bank Corporation (NasdaqGS:BMTC) (‘Bryn Mawr’) executed an indication of interest to acquire Royal Bancshares of Pennsylvania, Inc. (NasdaqGM:RBPA.A) (‘Royal Bancshares’) for approximately $120 million on January 12, 2017. Bryn Mawr Bank Corporation (NasdaqGS:BMTC) signed a definitive agreement to acquire Royal Bancshares of Pennsylvania, Inc. (NasdaqGM:RBPA.A) on January 30, 2017. Under the terms of the deal, Class A shareholders of Royal will receive 0.1025 shares of Bryn Mawr common stock for each share of Royal’s Class A common stock and Class B shareholders of Royal will receive 0.1179 shares of Bryn Mawr common stock for each share of Royal Class B common stock. Under the terms of the agreement, Royal Bancshares option holders will receive a cash amount of the difference between $4.19 and the corresponding exercise price of such Royal Bancshares option and its warrant holders will receive Bryn Mawr warrants worth $1.1 million. Royal Bancshares will merge with and into Bryn Mawr pursuant to the transaction. In the event of termination, Royal Bancshares may be required to pay Bryn Mawr a fee of $5 million. Kevin Tylus, Royal Bank’s President and Chief Executive Officer, will join senior management team of Bryn Mawr and continue as Managing Director of New Markets. Royal Bancshares will have one Director seat on each of Bryn Mawr and The Bryn Mawr Trust Company’s Boards of Directors. An advisory Board will be formed consisting of certain current Royal Board members. Directors, executive officers and principal shareholders of Royal Bancshares have entered into a voting agreement to vote all shares of Royal Bancshares owned by such person in favor of the transaction. The transaction is subject to customary closing conditions including the receipt of regulatory approvals including Federal Reserve Board or Federal Reserve Bank of Philadelphia and Pennsylvania Department of Banking & Securities, Royal shareholder approval, effectiveness of merger registration statement, shares of Bryn Mawr common stock to be issued in the merger shall have been authorized for listing on NASDAQ, Bryn Mawr shall have received tax and legal opinion from Reed Smith LLP, Royal Bancshares shall have received tax and legal opinion from Stevens & Lee, P.C., divestment of Non-Volcker compliant securities by Royal Bancshares and Royal Bank America, dissenters rights limited, total Royal Bancshares loans that are on non-accrual or non-performing status shall not exceed $8.5 million at the month end of the month immediately preceding the closing date and delivery of audit opinion. The transaction has been unanimously approved by the Board of Directors of each of Bryn Mawr and Royal Bancshares. On April 18, 2017, a proxy statement/prospectus on form S-4 was declared effective by the SEC. On May 24, 2017, Royal Bancshares shareholders approved the deal. The deal has also been approved by the Pennsylvania Department of Banking & Securities. As on November 30, 2017, the transaction was approved by the Federal Reserve Board. The Federal Reserve approval provides that the transaction may close upon expiration of a standard fifteen-day waiting period. The transaction is expected to close in the third quarter of 2017. The deal is now expected to close in the fourth quarter of 2017. The acquisition is expected to be accretive to tangible book value per share as of the acquisition date and accretive to earnings during the first twelve months of operations, excluding the effects of non-recurring merger-related expenses. Boenning & Scattergood, Inc. acted as financial advisor and provided fairness opinion to Bryn Mawr and Paul J. Jaskot of Reed Smith LLP acted as legal advisor to Bryn Mawr Corporation. Emmett J. Daly, Derek Szot and Alex Bondroff of Sandler O'Neill & Partners, L.P. and RBC Capital Markets, LLC acted as financial advisors to Royal Bancshares. David W. Swartz of Stevens & Lee, P.C. acted as legal advisor to Royal Bancshares. Computershare Trust Company NA acted as exchange agent to Bryn Mawr Corporation. Sandler O’Neill’s fee is equal to 1.60% of the aggregate purchase price. Sandler O’Neill also received a $0.15 million fee upon rendering its opinion to the board of directors of RBPI, which opinion fee will be credited in full towards the transaction fee which will become payable to Sandler O’Neill on the day of closing of the merger. Laurel Hill Advisory Group LLC acted as information agent for Royal Bancshares. Royal Bancshares has agreed to pay Laurel Hill Advisory Group LLC approximately $6,000, plus reasonable out-of-pocket expenses for its services. Broadridge Corporate Issuer Solutions, Inc. acted as transfer agent for Royal Bancshares.