SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus. It may not contain all the information that is important to you. We urge you to read carefully this entire document, including the annexes, and the other documents we refer you to for a more complete understanding of the merger between BMBC and CBH. In addition, we incorporate by reference into this joint proxy statement/prospectus important business and financial information about BMBC. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” on page 131. Each item in this summary includes a page reference directing you to a more complete description of that item.

The Parties to the Merger (Page 98)

Bryn Mawr Bank Corporation

801 Lancaster Avenue

Bryn Mawr, Pennsylvania 19010

(610) 525-1700

Bryn Mawr Bank Corporation (“BMBC”) is a Pennsylvania corporation incorporated in 1986 and registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. BMBC is engaged in the business of commercial and retail banking through its wholly owned subsidiary, The Bryn Mawr Trust Company (“BMT”), which is a Pennsylvania-chartered bank. BMT provides basic banking services, including the acceptance of demand, time and savings deposits and the origination of commercial, real estate and consumer loans and other extensions of credit, as well as a full range of wealth management services, including trust administration and other related fiduciary services, custody services, investment management and advisory services, employee benefit account and IRA administration, estate settlement, tax services, financial planning and brokerage services.

As of March 31, 2014, BMBC and its subsidiaries had consolidated total assets of $2.1 billion, deposits of $1.6 billion and shareholders’ equity of $235 million. As of March 31, 2014, BMBC and its subsidiaries had four hundred and fifteen (415) full time equivalent staff.

Continental Bank Holdings, Inc.

620 W. Germantown Pk., Ste. 350

Plymouth Meeting, PA 19462

(610) 684-4200

Continental Bank Holdings, Inc. (“CBH”) is a Pennsylvania corporation incorporated in 2004 and is registered as a savings and loan holding company under the Home Owners’ Loan Act, as amended. CBH provides various banking and financial products and services through its wholly owned subsidiary, Continental Bank (“CB”), which is a Pennsylvania-chartered savings bank that commenced operations in September 2005. CB conducts its business as a community bank providing a full array of commercial and retail banking services and products to individuals and businesses located in the Delaware Valley region of Pennsylvania. CB operates nine full-service banking offices and one limited-service office located in Montgomery, Philadelphia and Chester Counties, Pennsylvania.

As of March 31, 2014, CBH and its subsidiaries had consolidated total assets of $674.7 million, deposits of $469.1 million and shareholders’ equity of $61.3 million. As of March 31, 2014, CBH and its subsidiaries had ninety-two (92) full-time and four (4) part-time employees.

We Propose a Merger of CBH and BMBC (Page 42)

We propose that CBH merge into BMBC, with BMBC as the surviving corporation. Upon completion of the merger, the separate existence of CBH will terminate and CBH common stock will no longer be outstanding. Immediately following the merger, CBH’s wholly owned direct bank subsidiary, CB, will merge into BMT. We currently expect to complete these mergers in December 2014. The merger agreement is attached to this joint proxy statement/prospectus as Annex A and incorporated by reference herein.

In the Merger, CBH Shareholders Will Have a Right to Receive 0.45 of a Share of BMBC Common Stock per Share of CBH Common Stock or CBH Preferred Stock, Subject to Adjustment (Page 78)

Under the terms of the merger agreement, CBH shareholders will have a right to receive 0.45 of a share of BMBC common stock for each share of CBH common stock or CBH preferred stock held immediately prior to the merger, subject to adjustment as provided for in the merger agreement. Currently, CBH has shares of its common stock outstanding as well as two series of preferred stock. Series A preferred stock, which by its terms will convert to CBH common stock as of the close of business on November 30, 2014 (which will be prior to the closing of the merger), and Series B preferred stock. The exchange ratio of 0.45 of a share of BMBC common stock to be received by CBH shareholders in the merger is subject to a proportionate adjustment in the event that BMBC common stock is subject to a stock split, stock dividend, recapitalization, reclassification, or similar transaction.

BMBC will not issue any fractional shares of BMBC common stock in the merger. CBH shareholders who would otherwise be entitled to a fractional share of BMBC common stock will instead receive an amount in cash (rounded to the nearest cent), determined by multiplying (1) the fraction of a share (after taking into account all shares of CBH common stock or CBH preferred stock held by such holder at the Effective Time and rounded to the nearest thousandth when expressed in decimal form) of BMBC common stock to which such holder would otherwise have been entitled to receive, and (2) the average of the daily closing sales prices of a share of BMBC common stock as reported on the Nasdaq for the five consecutive trading days immediately preceding the fifth day prior to the closing date. For purposes of determining any fractional share interest, all shares of CBH common stock or CBH preferred stock owned by a CBH shareholder shall be combined so as to calculate the maximum number of whole shares of BMBC common stock issuable to such CBH shareholder.

What Holders of CBH Stock Options and Warrants to Purchase Common Stock Will Receive (Page 79)

Under the terms of the merger agreement, upon completion of the merger, the outstanding and unexercised stock options and warrants to acquire CBH common stock, except for Other CBH Warrants (as such term is defined in the merger agreement), will fully vest and be converted automatically into stock options to acquire BMBC common stock adjusted to reflect the exchange ratio generally as follows:

Holders of CBH stock options and warrants to purchase CBH common stock should discuss with their tax advisors the tax implications of each course of action available to them.

What Holders of Other CBH Warrants to Purchase Series B Preferred Stock Will Receive (Page 79)

At the effective time of the merger, each warrant outstanding to purchase a share of CBH Series B preferred stock, which the merger agreement defines as “Other CBH Warrants,” will be cancelled and each holder will be entitled to receive only a cash payment from BMBC with respect to the warrant equal to $2.94 for each share of CBH Series B preferred stock covered by such warrant.

The Merger Is Intended to Be Tax-Free to CBH Shareholders as to the Shares of BMBC Common Stock They Receive (Page 92)

The merger is intended to be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to as the “Internal Revenue Code”), and it is a condition to the respective obligations of BMBC and CBH to complete the merger that each of BMBC and CBH receives a legal opinion to that effect. Accordingly, it is anticipated that CBH shareholders will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of shares of CBH common stock for shares of BMBC common stock, except with respect to cash received in lieu of fractional shares and except for CBH shareholders who exercise their dissenters’ rights with respect to the merger. Holders of CBH warrants and stock options should discuss with their tax advisors the tax results of each course of action available to them.

Tax matters are very complicated, and the tax consequences of the merger to a particular shareholder will depend in part on such shareholder’s circumstances. Accordingly, you should consult your tax advisor for a full understanding of the tax consequences of the merger to you, including the applicability and effect of federal, state, local and foreign income and other tax consequences. For more information, please see the section entitled “United States Federal Income Tax Consequences of the Merger” beginning on page 92.

Comparative Market Prices of Securities (Page 96)

BMBC common stock is listed on the NASDAQ Stock Market (“NASDAQ”), under the symbol “BMTC.” CBH common stock is not listed on any securities exchange or quoted by any quotation system. The following table presents the closing prices of BMBC common stock on May 2, 2014, the trading day preceding the date that the proposed transaction was publicly announced, and on                     , 2014, the last practicable date before our printing of this joint proxy statement/prospectus, as well as the book value per share of CBH common stock on those dates. This table also shows the implied value of the per share merger consideration proposed for each share of CBH common and preferred stock, which we calculated by multiplying the closing price of BMBC common stock on those dates by the per share merger consideration of 0.45, assuming no adjustment.

For each share of CBH common stock or CBH Series B preferred stock, CBH shareholders will receive 0.45 of a share of BMBC common stock, subject to adjustment. The market value of BMBC common stock and the book value of CBH common stock may fluctuate prior to the merger. CBH shareholders should obtain current stock price quotations for BMBC common stock. You can get these quotations from the Internet or by calling your broker.

Dividends (Page 96)

Pursuant to the merger agreement, immediately prior to the merger, CBH will pay a special cash dividend of $1.251 million in the aggregate to holders of CBH common stock and CBH preferred stock. CBH may also declare dividends in accordance with the terms of the CBH Series A preferred stock, and wholly owned CBH subsidiaries may pay dividends to CBH consistent with past practice. Otherwise, CBH and its subsidiaries may not declare or pay any dividend prior to the completion of the merger. BMBC has historically paid a dividend each quarter, the most recent of which was $0.18 per share, paid June 1, 2014. The payment, timing and amount of dividends by BMBC or CBH on their common stock in the future, either before or after the merger is completed, are subject to the determination of the respective BMBC and CBH boards of directors and depend, with respect to BMBC, on cash requirements, the financial condition and earnings of BMBC and CBH, legal and regulatory considerations and other factors.

Comparative Historical and Unaudited Pro Forma Per Share Data

Presented below for CBH and BMBC are comparative historical and unaudited pro forma equivalent per share financial data as of and for the year ended December 31, 2013, and as of and for the three months ended March 31, 2014. The information presented below should be read together with the historical consolidated financial statements of CBH and BMBC, including the related notes. The CBH financial statements are included in this joint proxy statement/prospectus, and the BMBC financial statements have been filed with the SEC and are incorporated by reference into this joint proxy statement/prospectus.

The unaudited pro forma information gives effect to the merger as if the merger had been effective on December 31, 2013 or March 31, 2014 in the case of the book value data, and as if the merger had been effective as of January 1, 2013 or January 1, 2014 in the case of the earnings per share and the cash dividends data. The unaudited pro forma data combines the historical results of CBH into BMBC’s consolidated statement of net income. While certain adjustments were made for the estimated impact of fair value adjustments and other acquisition-related activity, they are not indicative of what could have occurred had the acquisition taken place on January 1, 2013 or January 1, 2014.

The unaudited pro forma adjustments are based upon available information and certain assumptions that CBH and BMBC management believe are reasonable. The unaudited pro forma data, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the impact of factors that may result as a consequence of the merger, excluding estimated merger integration costs, or consider any potential impacts of current market conditions or the merger on revenues, expense efficiencies or asset dispositions, among other factors, nor the impact of possible business model changes. As a result, unaudited pro forma data are presented for illustrative purposes only and do not represent an attempt to predict or suggest future results. Upon completion of the merger, the operating results of CBH will be reflected in the consolidated financial statements of BMBC on a prospective basis.

The Merger Will Be Accounted for as a “Business Combination” (Page 91)

The merger will be treated as a “business combination” using the acquisition method of accounting with BMBC treated as the acquirer under United States Generally Accepted Accounting Principles, or GAAP.

Special meeting of BMBC Shareholders (Page 38)

BMBC plans to hold its special meeting of BMBC shareholders on                     , 2014, at         a.m., local time, at BMBC’s office located at 801 Lancaster Avenue, Bryn Mawr, PA 19010. At the special meeting, BMBC shareholders will be asked to approve and adopt the merger agreement and the transactions contemplated thereby, to adjourn the special meeting, if necessary, to solicit additional proxies in favor of the merger agreement, and to transact such other business as may properly come before the special meeting and any adjournments or postponements thereof.

BMBC shareholders can vote at the BMBC special meeting of shareholders if they owned BMBC common stock at the close of business on                     , 2014. As of that date, there were approximately              shares of BMBC common stock outstanding and entitled to vote, approximately              of which, or     %, were owned beneficially or of record by directors and executive officers of BMBC and their affiliates. BMBC shareholders can cast one vote for each share of BMBC common stock owned on that date.

As of the record date, CBH, its subsidiaries, and its directors and officers and their affiliates held              shares of BMBC common stock (other than shares held as fiduciary, custodian or agent).

Special meeting of CBH Shareholders (Page 40)

CBH plans to hold its special meeting of CBH shareholders on                     , 2014, at         a.m., local time, at the Whitemarsh Valley Country Club, 815 Thomas Road, Lafayette Hill, Pennsylvania 19444. At the special meeting, CBH shareholders will be asked to approve and adopt the merger agreement and the transactions contemplated thereby, to adjourn the special meeting, if necessary, to solicit additional proxies in favor of the merger agreement, and to transact such other business as may properly come before the special meeting and any adjournments or postponements thereof.

CBH shareholders can vote at the CBH special meeting of shareholders if they owned CBH common stock at the close of business on                     , 2014. As of that date, there were approximately              shares of CBH common stock outstanding and entitled to vote, approximately              of which, or     %, were owned beneficially or of record by directors and executive officers of CBH and their affiliates. You can cast one vote for each share of CBH common stock that you owned on that date. Holders of CBH preferred stock have no rights to vote on the matters to be considered at the CBH special meeting, although the holders of CBH Series B preferred stock previously have consented to the exchange of their shares of Series B preferred stock for BMBC common stock on the terms provided by the merger agreement.

The directors of CBH have entered into voting agreements with BMBC pursuant to which they have agreed, solely in their capacity as CBH shareholders, to vote all of their shares of CBH common stock in favor of approval and adoption of the merger agreement and the transactions contemplated thereby. As of the record date,

CBH directors were entitled to vote an aggregate of approximately              shares of CBH common stock, representing approximately     % of the CBH common stock outstanding on that date. As of the record date, BMBC, its subsidiaries, and its directors and officers and their affiliates held no shares of CBH common stock (other than shares held as fiduciary, custodian or agent).

CBH’s Board of Directors Recommends That CBH Shareholders Vote “FOR” Approval of the Merger Agreement and the Transactions Contemplated Thereby, Including the Merger (Page [    ])

CBH’s board of directors has approved the merger agreement and the transactions contemplated thereby, including the merger, and recommends that CBH shareholders vote “FOR” approval of the merger agreement and the transactions contemplated thereby, including the merger, and “FOR” the approval of the adjournment of the special meeting, if necessary, to solicit additional proxies in favor of the merger agreement and the transactions contemplated thereby, including the merger.

For more information concerning the background of the merger, the recommendation of CBH’s board of directors and the reasons for the merger and the recommendation, please see the discussions under “The Merger—Background of the Merger” and “The Merger—CBH’s Reasons for the Merger; Recommendation of CBH’s Board of Directors,” commencing on page [    ] and page [    ], respectively.

Sandler O’Neill + Partners, L.P. Has Provided an Opinion to CBH’s Board of Directors Regarding the Merger Consideration (Page [    ])

Sandler O’Neill + Partners, L.P. (“Sandler O’Neill”) delivered its opinion to CBH’s board of directors that, based upon and subject to the assumptions, limitations, qualifications and conditions set forth in its written opinion, as of April 30, 2014, the merger consideration to be paid by BMBC to CBH shareholders was fair to the holders of CBH’s common stock from a financial point of view.

The full text of the written opinion of Sandler O’Neill, dated May 5, 2014, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B.

Sandler O’Neill’s written opinion is addressed to the board of directors, is directed only to the merger consideration to be paid in the merger, and does not constitute a recommendation as to how any holder of CBH’s common stock should vote with respect to the merger or any other matter.

For further information, please see the discussion under the caption “The Merger—Opinion of CBH’s Financial Advisor,” commencing on page [    ].

BMBC’s Board of Directors Recommends That BMBC Shareholders Vote “FOR” Approval of the Merger Agreement and the Transactions Contemplated Thereby, Including the Merger (Page [    ])

BMBC’s board of directors has approved the merger agreement and the transactions contemplated thereby, including the merger, and recommends that BMBC shareholders vote “FOR” approval of the merger agreement and the transactions contemplated thereby, including the merger, and “FOR” the approval of the adjournment of the special meeting, if necessary, to solicit additional proxies in favor of the merger agreement and the transactions contemplated thereby, including the merger.

For more information concerning the background of the merger, the recommendation of BMBC’s board of directors and the reasons for the merger and the recommendation, please see the discussions under “The

Merger—Background of the Merger” and “The Merger—BMBC’s Reasons for the Merger; Recommendation of BMBC’s Board of Directors,” commencing on page 42 and page 56, respectively.

Opinion of BMBC’s Financial Advisor (Page 57)

Keefe, Bruyette & Woods, Inc. (“KBW”), BMBC’s financial advisor, delivered its opinion, dated May 5, 2014, to BMBC’s board of directors to the effect that, as of the date of the opinion and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the exchange ratio of 0.45 of a share of BMBC common stock for each share of CBH common stock and CBH preferred stock in the proposed merger was fair to BMBC from a financial point of view.

The full text of the written opinion of KBW, dated May 5, 2014, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. KBW’s opinion was for the information of, and directed to, BMBC’s board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The KBW opinion is not a recommendation as to how any holder of BMBC’s common stock should vote with respect to the merger or any other matter. For further information, please see the discussion under the caption “The Merger—Opinion of BMBC’s Financial Advisor,” commencing on page 57.

CBH’s Directors and Executive Officers May Have Interests in the Merger that Differ From Your Interests (Page 70)

In considering the information contained in this joint proxy statement/prospectus, you should be aware that CBH’s and CB’s executive officers and directors have financial interests in the merger that may be different from, or in addition to, the interests of CBH shareholders. In particular, CBH’s and CB’s executive officers and directors each hold CBH stock options and warrants to purchase CBH common stock which will convert to options to purchase BMBC common stock upon the merger, one of CBH’s and CB’s directors holds CBH warrants to purchase CBH Series B preferred stock which will be paid out in cash upon the merger, certain executive officers will receive retention and severance payments in connection with the merger, W. Kirk Wycoff will receive a $200,000 lump sum cash payment upon completion of the merger in exchange for his entry into a non-competition and non-solicitation agreement, and the following executive officers will receive lump sum cash payments if their employment is terminated concurrently with or within 12 months following completion of the merger in the following amounts, plus continuation of insurance benefits: H. Wayne Griest, $633,333; Dolores M. Lare, $443,200; Stephanie A. Austin, $171,320; Robert J. Bifolco, $185,000; Don DeMaio, $175,000; and Eric J. Morgan, $155,950. Additionally, in contemplation of the consummation of the merger, BMBC paid twelve current officers of CB an aggregate of $260,000 in exchange for their entry into non-solicitation agreements with CBH, which will be assigned by operation of law to BMBC upon effectiveness of the merger. BMBC also agreed to continue to indemnify the current directors and officers of CBH and its subsidiaries pursuant to the terms of the merger agreement, to provide such persons with continued director’s and officer’s liability insurance, and to appoint two directors of CBH to be selected by BMBC from a list of candidates provided by CBH to the boards of directors of BMBC and BMT. These additional interests of CB’s executive officers and directors may create potential conflicts of interest and cause these persons to view the proposed transaction differently than you may view it as a shareholder.

Each of BMBC’s and CBH’s board of directors was aware of these interests and took them into account in its decision to declare advisable the merger agreement and the transactions contemplated thereby, including the merger. For information concerning these interests, please see the discussion under the caption “The Merger—Interests of CBH’s Directors and Executive Officers in the Merger,” commencing on page 70.

CBH Shareholders Have Dissenters’ Rights in the Merger (Page D-1)

Under the Pennsylvania Business Corporation Law, record holders of CBH shares may dissent from the merger and, upon complying with the requirements of Pennsylvania law, receive cash in the amount of the fair value of their shares instead of shares of BMBC common stock specified in the merger agreement. To exercise their dissenters’ rights, CBH shareholders must follow exactly the procedures specified under Pennsylvania law. These procedures are summarized in this joint proxy statement/prospectus. In addition, the text of the applicable provisions of Pennsylvania law is included as Annex D to this document. Failure to strictly comply with these provisions may result in the loss of dissenters’ rights. For a more complete discussion of dissenters’ rights, please refer to the section entitled “Pennsylvania Law on Dissenters’ Rights” beginning on page D-1.

BMBC and CBH Have Agreed When and How CBH Can Consider Third-Party Acquisition Proposals (Page 86)

BMBC and CBH have agreed that CBH will not solicit or encourage proposals from third parties regarding certain acquisitions of CBH, its shares, or its businesses, or engage in related discussions, negotiations or agreements. However, CBH may (1) provide information in response to a request from a person who makes an unsolicited acquisition proposal, subject to such person entering into a confidentiality agreement that is no less favorable to CBH than its confidentiality agreement with BMBC, and (2) engage or participate in discussions or negotiations with a person who makes such an unsolicited acquisition proposal; if, but only if, (A) CBH has received a bona fide unsolicited written acquisition proposal that did not result from a breach of the merger agreement, (B) prior to taking any such action, CBH’s board of directors determines, in good faith, after consultation with its outside legal and financial advisors, that the acquisition proposal constitutes a superior proposal compared to the transactions contemplated by the merger agreement, (C) CBH has provided BMBC with at least two (2) business days prior notice of such determination, (D) prior to furnishing or affording access to any information or data with respect to CBH or any of its subsidiaries or otherwise relating to the unsolicited acquisition proposal, CBH receives a confidentiality agreement with terms no less favorable to CBH than those contained in the confidentiality agreement between BMBC and CBH, and (E) the board of directors of CBH determines in good faith, after consultation with and having considered the advice of its outside legal counsel, that the failure to take any such actions would be reasonably likely to violate its fiduciary duties under applicable laws.

Additionally, prior to the approval of the merger agreement by CBH’s shareholders, upon the determination by CBH’s board of directors that an unsolicited acquisition proposal constitutes a superior proposal compared to the transactions contemplated by the merger agreement, the board of directors of CBH may change its recommendation in favor of the merger agreement (but not terminate the merger agreement) if, prior to changing its recommendation, (1) CBH’s board of directors determines, in good faith, after consultation with its outside legal and financial advisors, that failure to change its recommendation would be reasonably likely to be inconsistent with its fiduciary duties to CBH’s shareholders, (2) CBH provides BMBC with notice that CBH’s board of directors intends to or may change its recommendation and provides an opportunity for BMBC to make an improved proposal, and (3) CBH’s board of directors determines, in good faith, after consultation with its outside legal and financial advisors, that the acquisition proposal constitutes a superior proposal compared to any such improved proposal by BMBC.

Unless the merger agreement is terminated before the CBH special meeting, CBH is required to submit the merger agreement to its shareholders.

Merger Requires the Approval of Holders of a Majority of Votes Cast by holders of common stock of each of BMBC and CBH (Page 86)

The merger agreement and the transactions contemplated thereby must be approved by the affirmative vote of a majority of the votes cast by all BMBC shareholders entitled to vote at the BMBC special meeting and a majority of the votes cast by all CBH shareholders entitled to vote at the CBH special meeting.

BMBC’s board of directors has fixed the close of business on                     , 2014 as the record date for determining the BMBC shareholders entitled to receive notice of and to vote at the special meeting. As of that date, BMBC directors and executive officers and their affiliates beneficially owned approximately             , or     %, of the shares entitled to vote at the BMBC special meeting. BMBC is calling its special meeting of the BMBC shareholders to consider and vote on the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger.

CBH’s board of directors has fixed the close of business on                     , 2014 as the record date for determining the CBH shareholders entitled to receive notice of and to vote at the special meeting. As of that date, CBH directors and executive officers and their affiliates beneficially owned approximately             , or     %, of the shares entitled to vote at the CBH special meeting. The directors of CBH have entered into voting agreements with BMBC pursuant to which they have agreed, solely in their capacity as CBH shareholders, to vote all of their shares of CBH common stock in favor of approval and adoption of the merger agreement and the transactions contemplated thereby. As of that date, approximately             , or     %, of the shares of CBH were subject to the voting agreements. CBH is calling its special meeting of the CBH shareholders to consider and vote on the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger.

Conditions That Must Be Satisfied or Waived for the Merger to Occur (Page 89)

Currently, we expect to complete the merger in December 2014. As more fully described in this joint proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others:

We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Termination of the Merger Agreement (Page 90)

The merger agreement can be terminated at any time prior to completion by mutual consent, if authorized by each of the BMBC and CBH boards of directors, or by either party in the following circumstances:

In addition, BMBC may terminate the merger agreement if CBH’s board of directors (1) submits the merger agreement to shareholders without a recommendation for approval, or otherwise withdraws or modifies its recommendation in any manner adverse to BMBC, (2) enters into an acquisition agreement with respect to an acquisition proposal determined to be a superior proposal compared to the transactions contemplated by the merger agreement, or (3) terminates the merger agreement. BMBC may also terminate the merger agreement if CBH fails to substantially comply with its obligations with respect to acquisition proposals.

CBH may terminate the merger agreement if (1) CBH has received an acquisition proposal determined to be a superior proposal compared to the transactions contemplated by the merger agreement, and CBH’s board of directors has made a determination, in accordance with the merger agreement, to accept such superior proposal, or (2) the average closing price of BMBC common stock is less than $21.97 and BMBC’s common stock underperforms the Nasdaq Bank Index by more than 20% during the five day period beginning on the later of the date of receipt of CBH shareholder approval of the merger agreement and the transactions contemplated thereby, or the date of receipt of all necessary regulatory approvals in connection with the merger, unless BMBC elects to make a compensating adjustment to the exchange ratio.

If the merger agreement is terminated, it will become void, and there will be no liability on the part of BMBC or CBH, except that (1) in the event of willful breach of the merger agreement, the breaching party will

remain liable for any damages, costs and expenses, including without limitation, reasonable attorneys’ fees incurred by the non-breaching party in connection with the enforcement of its rights under the merger agreement, and (2) designated provisions of the merger agreement, including the payment of fees and expenses and the confidential treatment of information, will survive the termination.

Termination Fee (Page 91)

CBH will pay BMBC a $4.5 million termination fee plus all costs and expenses incurred by BMBC in connection with the merger, including attorneys, accountants and financial advisors fees, if:

Regulatory Approvals Required for the Merger (Page 69)

Each of BMBC and CBH has agreed to use all reasonable efforts to obtain all regulatory approvals required to complete the transactions contemplated by the merger agreement, including the merger and the bank merger. These approvals include approval from the Board of Governors of the Federal Reserve System and the Pennsylvania Department of Banking and Securities as well as various other regulatory authorities. BMBC and CBH have completed, or will complete, the filing of applications and notifications to obtain the required regulatory approvals. Although we do not know of any reason why we cannot obtain these regulatory approvals in a timely manner, we cannot be certain when or if we will obtain them.

The Rights of CBH Shareholders Following the Merger Will Be Different (Page 123)

The rights of BMBC shareholders are governed by Pennsylvania law and by BMBC’s amended and restated articles of incorporation and amended and restated bylaws. The rights of CBH shareholders are governed by Pennsylvania law, and by CBH’s articles of incorporation and bylaws. Upon the completion of the merger, the rights of CBH shareholders will be governed by Pennsylvania law, BMBC’s amended and restated articles of incorporation and amended and restated bylaws.

SELECTED FINANCIAL AND OTHER DATA OF BMBC

The following summary presents Selected Consolidated Financial Data of BMBC as of and for the periods indicated. The financial data as of and for the years ended December 31, 2013, 2012, 2011, 2010 and 2009 has been derived from BMBC’s audited financial statements. The financial data as of and for the three months ended March 31, 2014 and 2013 has been derived from BMBC’s unaudited consolidated financial statements. The information at March 31, 2014 and for the three months ended March 31, 2014 and 2013 is unaudited and reflects only normal recurring adjustments that are, in the opinion of BMBC’s management, necessary for a fair presentation of the result for the interim periods presented. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results to be achieved by BMBC for all of 2014 or for any other period.

SELECTED FINANCIAL AND OTHER DATA OF CBH

The following summary presents Selected Consolidated Financial Data of CBH as of and for the periods indicated. The financial data as of and for the years ended December 31, 2013 and 2012 has been derived from CBH’s audited financial statements included in this joint proxy statement/prospectus beginning at page F-1. The information at December 31, 2011, 2010 and 2009 is derived from CBH’s audited financial statements which are not included in this joint proxy statement/prospectus. The financial data as of and for the three months ended March 31, 2014 and 2013 has been derived from CBH’s unaudited consolidated financial statements. The information at March 31, 2014 and for the three months ended March 31, 2014 and 2013 is unaudited and reflects only normal recurring adjustments that are, in the opinion of CBH’s management, necessary for a fair presentation of the result for the interim periods presented. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results to be achieved by CBH for all of 2014 or for any other period.

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined balance sheet as of March 31, 2014, and the unaudited pro forma combined statements of income for the three months ended March 31, 2014, and for the year ended December 31, 2013, have been prepared to reflect the merger of CBH into BMBC as if the merger had occurred on March 31, 2014, with respect to the balance sheet, and as of January 1, 2013 and January 1, 2014, with respect to each of the statements of income, in each case giving effect to the pro forma adjustments described in the accompanying notes. Based on the assumptions indicated in the accompanying notes, both of the pro forma income statements for the three month and twelve month periods include similar adjustments related to income and expense. These pro forma income statements should therefore be viewed as distinct and stand-alone pro formas.

The pro forma adjustments are based on estimates made for the purpose of preparing these pro forma financial statements. The actual adjustments to the accounts of BMBC will be made based on the underlying historical financial data at the time the transaction is consummated. BMBC’s management believes that the estimates used in these pro forma financial statements are reasonable under the circumstances. However, circumstances including changes in interest rates or changes in the general economics could cause actual fair values at the time the transaction is consummated to be significantly different than the fair values used in these pro forma financial statements. BMBC intends to engage a valuation specialist to assist in the process of developing fair values as of the transaction closing date for financial reporting purposes.

The unaudited pro forma combined financial information has been prepared based on the acquisition method of accounting assuming 3,807,240 BMBC common shares will be issued to CBH shareholders. This assumes that no vested options to purchase shares of CBH common stock are exercised and that there is no adjustment in the per share merger consideration. For a discussion of the acquisition method of accounting, see “Accounting Treatment” at page 90 of this joint proxy statement/prospectus.

The unaudited pro forma combined balance sheet as of March 31, 2014 is not necessarily indicative of the combined financial position had the merger been effective at that date. The unaudited pro forma combined balance sheet as of March 31, 2014 excludes actual tax effected integration expenses of $269 thousand incurred by CBH and BMBC related to this transaction in the first quarter of 2014. The unaudited pro forma combined statements of income are not necessarily indicative of the results of operations that would have occurred had the merger been effective at the beginning of the periods indicated, or of the future results of operations of BMBC. These pro forma combined financial statements should be read in conjunction with the historical financial statements and the related notes incorporated elsewhere in this joint proxy statement/prospectus.

These pro forma combined financial statements do not include the effects of any potential cost savings which management believes will result from operating the CBH banking business as branches and combining certain operating procedures or the estimated integration costs that will be incurred over an extended time period beginning in January 2014 through 2015. This information also does not reflect the benefits of the expected cost savings and expense efficiencies, opportunities to earn additional revenue, potential impacts of current market conditions on revenues, or asset dispositions, among other factors, and includes various preliminary estimates and may not necessarily be indicative of the financial position or results of operations that would have occurred if the merger had been consummated on the date or at the beginning of the period indicated or which may be attained in the future.

The unaudited pro forma combined financial information has been prepared based on a closing sale price of BMBC common stock of $27.46 on May 2, 2014, as reported on the NASDAQ Stock Market. The closing sale price of BMBC’s common stock on the NASDAQ Stock Market on June 17, 2014 was $28.74. An increase in BMBC’s common stock price of $1.00 per share would increase the merger transaction value consideration by approximately $3.8 million (3,807,240 shares times $1.00) with a corresponding increase in goodwill. Alternatively, a $1.00 decrease in BMBC’s common stock price would decrease the transaction value by $3.8 million with a corresponding decrease in goodwill. The market price of BMBC common stock will fluctuate between now and the closing of the merger. The actual BMBC common stock price on the closing date of the merger will serve as the basis for the transaction value and the amount of goodwill that will be recorded in the final statements of BMBC.

UNAUDITED PRO FORMA BALANCE SHEET

The accompanying notes are an integral part of these pro forma Financial Statements.

UNAUDITED PRO FORMA COMBINED INCOME STATEMENT