Old Line Bancshares, Inc. (Nasdaq:OLBK), the parent company of Old
Line Bank, and WSB Holdings, Inc. (Nasdaq:WSB), the parent company
of The Washington Savings Bank, F.S.B., today jointly announced the
execution of a definitive merger agreement (the "Merger Agreement")
that provides for the acquisition of WSB Holdings, Inc. by Old Line
Bancshares, Inc. for approximately $49 million, or approximately
$6.12 per share, in cash and stock, subject to adjustment (the
"total consideration").
Old Line Bancshares, with assets of $846 million
and nineteen banking locations, and WSB Holdings, with assets of
$374 million and five banking locations, both serve the greater
Washington DC area as well as southern Maryland and Anne Arundel
County. The combination will create a $1.2 billion banking
institution serving the largest, healthiest and fastest growing
market in the nation.
Pursuant to the terms of the Merger Agreement, WSB
Holdings, Inc. will be merged with and into Old Line Bancshares,
Inc., with Old Line Bancshares, Inc. surviving the merger (the
"Merger"). Immediately after the Merger, The Washington Savings
Bank, F.S.B. will merge with and into Old Line Bank, with Old Line
Bank being the surviving bank. The Merger, anticipated to close in
the second quarter of 2013, is expected to be accretive to Old Line
Bancshares, Inc.'s earnings within three quarters of closing.
James W. Cornelsen, President and Chief Executive
Officer of Old Line Bancshares, Inc., said, "We are extremely
pleased to be joining Old Line with Washington Savings to better
serve our customers by expanding branch network and expanding our
banking services with the addition of a successful and growing
mortgage origination team. For our combined shareholder base,
we seek to increase value by improving our operating efficiencies
to increase earnings and by increasing the liquidity and visibility
of our stock by expanding the stockholder base."
Craig E. Clark, Chairman of the Board of Directors
of Old Line Bancshares, Inc., said, "The combination of Old Line
and The Washington Savings will create the fifth-largest
independent commercial bank based in Maryland, with assets of more
than $1.2 billion and, with 24 full service branches serving five
counties, the combined bank will have the third-most banking
locations of all independent Maryland-based commercial
banks. We believe this transaction will benefit both entities'
customers, depositors and stockholders."
William J. Harnett, Chairman of the Board of WSB
Holdings, Inc., stated, "We have always been proud of being a
Maryland-based community bank and by partnering with Old Line, we
will continue that tradition." Phillip C. Bowman, Chief
Executive Officer of WSB Holdings, Inc. continued, "Over the last
ten years, we have seen Maryland's largest independent banks
vanish, purchased one-by-one by out-of-state banks. This
partnership is a step toward beginning to fill that
void."
Mr. Cornelsen further stated, "Almost exactly two
years ago, we announced our partnership with Maryland Bank &
Trust, a partnership that almost doubled our assets, significantly
increased our earnings and created significant value for our
shareholders. Today, with our same executive team, the
experience from that integration and greater resources, we are
partnering with another local institution and expect to continue to
build on those successes."
Under the terms of the Merger Agreement, Old Line
Bancshares will acquire the outstanding shares of WSB Holdings
common stock for 0.5608 shares of Old Line Bancshares common stock
for each share of WSB Holdings common stock or cash consideration
of $6.09 per share, in each case subject to possible adjustment for
operating losses, asset quality, the valuation of certain
investment securities and expense limitations prior to
closing. Absent any adjustments, the aggregate merger
consideration will have a stock/cash mix of 65%/35%, with
approximately 2,917,571 shares of Old Line Bancshares common stock
issued and $17.0 million paid in cash. WSB Holdings shareholders
will be permitted to elect to receive Old Line Bancshares common
stock or cash, or a combination of each, subject to proration
procedures so that $17 million is paid in cash. The Merger
Agreement will be included as an exhibit to Old Line Bancshares,
Inc.'s Form 8-K filed with the Securities and Exchange Commission
(the "SEC") on September 10, 2012.
Pursuant to the Merger Agreement, Old Line
Bancshares, Inc. will add Mr. Harnett and Michael J. Sullivan to
its board of directors and to the board of directors of Old Line
Bank. The Merger Agreement is subject to customary closing
conditions, including approval by both companies' stockholders and
applicable banking regulatory authorities.
Ambassador Financial Group, Inc. acted as financial
adviser to Old Line Bancshares, Inc., and Ober, Kaler, Grimes &
Shriver, P.C. acted as its legal counsel. RP Financial, LC
provided the fairness opinion to WSB Holdings, Inc. and Gordon
Feinblatt LLC acted as its legal counsel.
Old Line Bancshares, Inc. is the parent company of
Old Line Bank, a Maryland chartered commercial bank headquartered
in Bowie, Maryland, approximately 10 miles east of Andrews Air
Force Base and 20 miles east of Washington, D.C. Old Line Bank
also operates from branches in Prince George's, Anne Arundel,
Charles, Calvert, and St. Mary's counties, Maryland. Its
primary market area is the suburban Maryland (Washington, D.C.
suburbs) counties of Prince George's, Anne Arundel, Charles and
northern St. Mary's. It also targets customers throughout the
greater Washington, D.C. metropolitan area. Old Line Bank has
had 73 consecutive quarters of profitability.
WSB Holdings, Inc. is the parent company of The
Washington Savings Bank, a federally chartered savings bank
headquartered in Bowie, Maryland. The Washington Savings Bank
was founded over 30 years ago. Over three decades, The
Washington Savings Bank has provided residents, business and
professionals of Anne Arundel, Charles and Prince George's counties
with banking services by a locally-owned and managed community
bank.
Additional Information and Where to Find It
In connection with the Merger, Old Line Bancshares,
Inc. will file with the SEC a registration statement on Form S-4 to
register the shares of Old Line Bancshares, Inc. common stock to be
issued to the stockholders of WSB Holdings, Inc. The
registration statement will include a joint proxy
statement/prospectus that will be sent to the stockholders of Old
Line Bancshares, Inc. and WSB Holdings, Inc. seeking their approval
of the Merger. In addition, Old Line Bancshares, Inc. may file
other relevant documents concerning the Merger with the SEC.
Stockholders of Old Line Bancshares, Inc. and WSB Holdings, Inc.
are urged to read the registration statement on Form S-4 and the
joint proxy statement/prospectus included within the registration
statement and any other relevant documents to be filed with the SEC
in connection with the Merger because they will contain important
information about Old Line Bancshares, Inc., WSB Holdings, Inc. and
the Merger. Stockholders of Old Line Bancshares, Inc. and WSB
Holdings, Inc. may obtain free copies of these documents through
the website maintained by the SEC at http://www.sec.gov or by
accessing Old Line Bancshares, Inc.'s website at
http://www.oldlinebank.com under "Investor Relations – SEC
Filings." Stockholders of WSB Holdings, Inc. may obtain free
copies of these documents through the website maintained by the SEC
at http://www.sec.gov or by accessing the "Financial Highlights"
page of WSB Holdings, Inc.'s website at www.twsb.com under the tab
"About TWSB". The information on these websites is not, and
shall not be deemed to be, a part of this release or incorporated
into other filings that Old Line Bancshares, Inc. or WSB Holdings,
Inc. makes with the SEC. Free copies of the joint proxy
statement/prospectus also may be obtained by directing a request by
telephone or mail to Old Line Bancshares, Inc., 1525 Pointer Ridge
Place, Bowie, Maryland 20716, Attention: Investor Relations
(telephone: (301) 430-2500) or WSB Holdings, Inc., 4201
Mitchellville Road, Suite 200, Bowie, MD 20716, Attention: Investor
Relations (telephone: (301) 352-3120).
Old Line Bancshares, Inc., WSB Holdings, Inc. and
their respective directors, executive officers and certain members
of management may be deemed to be participants in the solicitation
of proxies from the stockholders of Old Line Bancshares, Inc. and
WSB Holdings, Inc. in connection with the Merger. Information
about the directors and executive officers of Old Line Bancshares,
Inc. is set forth in the proxy statement for Old Line Bancshares,
Inc.'s 2012 annual meeting of stockholders filed with the SEC on
April 30, 2012. Information about the directors and executive
officers of WSB Holdings, Inc. is set forth in the definitive proxy
statement of WSB Holdings, Inc. for its 2012 annual meeting of
stockholders filed with the SEC on March 22, 2012. Additional
information regarding the interests of these participants and other
persons who may, under the rules of the SEC, be deemed participants
in the solicitation of proxies with respect to the Merger will be
set forth in the joint proxy statement/prospectus when it is filed
with the SEC.
Caution Regarding Forward-Looking Statements
The statements in this press release that are not
historical facts, in particular the statements with respect to the
anticipated consummation of the Merger and the effects of the
Merger, including the anticipated increase in assets and branches
as a result of the Merger, increased earnings and increasing
returns for the stockholders, relative size and asset size
post-Merger, anticipated cost savings, goals with respect to total
asset size and when the acquisition of WSB Holdings, Inc. will
become accretive to Old Line Bancshares, Inc., constitute
"forward-looking statements" as defined by Federal Securities
laws. These statements can generally be identified by the use
of forward-looking terminology such as "believes," "expects,"
"intends," "may," "will," "should," "anticipates," "plans" or
similar terminology. Such statements are subject to risks and
uncertainties that could cause actual results to differ materially
from future results expressed or implied by such forward-looking
statements. Actual results could differ materially from those
currently anticipated due to a number of factors, including, but
not limited to: (1) the businesses of WSB Holdings, Inc. may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected revenue
synergies and cost savings from the Merger may not be fully
realized or realized within the expected timeframe; (3) revenues
following the Merger may be lower than expected; (4) customer and
employee relationships and business operations may be disrupted by
the Merger; (5) the ability to obtain required regulatory and
stockholder approvals; (6) the ability to complete the Merger on
the expected timeframe may be more difficult, time-consuming or
costly than expected; (7) deterioration in economic conditions or a
slower than anticipated recovery in our target markets or
nationally; (8) continued increases in the unemployment rate in our
target markets changes in interest rates; (9) changes in laws,
regulations, policies and guidelines impacting our ability to
collect on outstanding loans or otherwise negatively impact our
business; and (10) other risk factors detailed from time to time in
filings made by Old Line Bancshares, Inc. with the
SEC. Forward-looking statements speak only as of the date they
are made. Old Line Bancshares, Inc. will not update
forward-looking statements to reflect factual assumptions,
circumstances or events that have changed after a forward-looking
statement was made.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor shall there be
any sale of securities in any jurisdiction in which the offer,
solicitation, or sale is unlawful before registration or
qualification of the securities under the securities laws of the
jurisdiction. No offer of securities shall be made except by
means of a prospectus satisfying the requirements of Section 10 of
the Securities Act of 1933, as amended.
CONTACT: OLD LINE BANCSHARES, INC.
CONTACT: CHRISTINE M. RUSH
CHIEF FINANCIAL OFFICER
(301) 430-2544
WSB HOLDINGS, INC.
CONTACT: CAROL A. RAMEY
CHIEF FINANCIAL OFFICER
(301) 352-3130
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