BOWIE, Md., Sept. 10, 2012 /PRNewswire/ -- Old Line
Bancshares, Inc. (NASDAQ Capital Market: OLBK), the parent company
of Old Line Bank, and WSB HOLDINGS, INC. (NASDAQ Global Market:
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.
SOURCE WSB Holdings, Inc.