Old Line Bank sold to regional West Virginia bank in $500 million stock transaction

Bank and Armored Truck Robberies Breaking News
Old-Line-bandit-at-window-122209. Not all bandits hold up banks with guns.

Old Line took over Md Bank & Trust in firesale of $20 million

WHEELING, W.Va., July 23, 2019 /PRNewswire/ — WesBanco, Inc. (“WesBanco”) (Nasdaq:WSBC) and Old Line Bancshares, Inc. (“Old Line”) (Nasdaq:OLBK) jointly announced today that they have executed a definitive Agreement and Plan of Merger providing for the merger of Old Line with and into WesBanco. Christopher V. Criss, Chairman of the Board, and Todd F. Clossin, President and Chief Executive Officer, of WesBanco and Craig E. Clark, Chairman of the Board, and James W. Cornelsen, President and Chief Executive Officer, of Old Line, made the joint announcement.

The story of how an old Marine was robbed by his banker at the point of a pen

Maryland-Bank & Trust Callaway branch before the bank was suddenly sold to Old Line. Old Line closed branches in Solomon’s, Indian Head, Lexington Park, and this one in Callaway – along with others as it expanded up to its present size as the third-largest bank in Maryland. THE CHESAPEAKE TODAY photo

Under the terms of the Agreement and Plan of Merger, which has been approved by the board of directors of both companies, WesBanco will exchange shares of its common stock for all of the outstanding shares of Old Line common stock, in an all-stock transaction. Old Line stockholders will be entitled to receive 0.7844 of a share of WesBanco common stock for each share of Old Line common stock they own upon the effective time of the merger, for an aggregate merger consideration valued at approximately $500 million, or $29.22 per share, based on WesBanco’s closing stock price of $37.25 as of July 22, 2019. The transaction values Old Line at a price to June 30, 2019, tangible book value per share of 177.0%, and a price to mean analyst estimated 2019 earnings per share of 13.4 times. The merger is expected to qualify as a tax-free reorganization.

Antonio-Gantt-robbed-the-old-main-office-of-Maryland-Bank-Trust-in-Lexington-Park-Md.

Todd F. Clossin, President and Chief Executive Officer of WesBanco, stated, “We are pleased to welcome the customers and employees of Old Line to the WesBanco family. This is an exciting time in the measured and thoughtful evolution and strategic diversification of WesBanco. The merger with Old Line is an example of the continued solid execution on our long-term growth strategies, as it brings together two high-quality institutions with disciplined risk cultures and a strong customer focus.

Antonio Warren Gantt poses for a police mug shot following his capture for the robbery of Md Bank & Trust branch in Lexington Park, Md on Oct. 31, 2007. Gantt was found guilty on Oct. 18, 2011, of multiple counts of armed robbery and sentenced to 20 years in prison with no possibility of parole. Gantt remains an inmate at the Maryland Western Correctional Institution in Cumberland, Md., as of July 24, 2019. Gantt fled the bank after the robbery and one of the tellers passed out during the event as Gantt had taken a gasoline can in the bank with him and threatened to douse the tellers with gas. A narcissistic jerk, Gantt hung around outside watching the commotion of fire and police personnel arriving at the bank. He spoke to a reporter, asking, “What happened, a bank robbery? Watch them blame it on a black guy.”
Desk-Jockey-Capt.-John-Horne-Nabbed-Bank-Robber-on-Rt.-4-as-his-getaway-taxi-was-headed-to-Calvert-County. Horne positioned his vehicle on Rt. 235 and waited for the taxi to approach the intersection of Rt. 235 and Rt. 4.

During the last three years, we have significantly diversified our institution into new, high-growth markets with great demographics that will now span six states across the Midwest, Mid-South, and, now, the Mid-Atlantic region as a top ten financial institution in the state of Maryland.

Bald-Black-Bandit-Bank-Robber-hit-Old-Line-Bank-in-Waldorf

WesBanco prides itself on delivering large bank capabilities with a community bank feel, which is one of the key reasons we were recently named the #7 best bank in America by Forbes magazine. We look forward to providing our newest markets and customers with a broader array of banking services, including expanded commercial and mortgage lending capabilities, as well as trust and wealth management services.”

Maryland Bank and Trust, acquired by Old Line Bank, wasn’t the only bank around with lousy camera angles to capture images during a robbery. Safety of customers and employees wasn’t a big concern until more recent years. The time stamp on this robbery photo reads Aug. 30, 2010.

Excluding certain merger-related charges, the transaction is anticipated to be 4.3% accretive to earnings in 2020, and 6.2% accretive to earnings in 2021, once anticipated cost savings of approximately 31% are phased-in fully. Estimated tangible book value dilution at closing of 3.8% is expected to be earned back in approximately 3.3 years using the “cross-over” method, including estimated pre-tax merger-related charges of approximately $30 million.

Bank-robber-at-Solomon’s-branch-of-Maryland Bank & Trust.

The acquisition is subject to the approvals of the appropriate regulatory authorities and approvals by the shareholders of both WesBanco and Old Line. It is expected that the transaction should be completed during the next two to three quarters.

Md. Bank & Trust President Thomas Watts at the opening of Callaway branch of Maryland Bank & Trust. THE CHESAPEAKE TODAY photo

Upon completion of the merger, WesBanco will add two Old Line directors, anticipated to be James W. Cornelsen and Gregory S. Proctor, Jr., to its board of directors, with other current Old Line directors comprising an Advisory Board for the Mid-Atlantic Market, led by Mr. Cornelsen. In addition, Mark A. Semanie, Old Line’s current Executive Vice President and Chief Operating Officer, will join WesBanco as Market President of the Mid-Atlantic Market.

A 2010 robbery of a Md. Bank & Trust bank.

“We are excited to announce our merger with WesBanco and become an integral part of its nearly 150-year history as a community bank,” said Mr. Cornelsen. “WesBanco’s strong track record of operating performance, merger success, and customer-centric focus makes them the ideal partner for Old Line. The combination of our two strong institutions will provide additional high-quality products and services for our customers, as well as growth opportunities for our employees. In addition, I look forward to continuing my relationship as a member of the WesBanco Board of Directors and as Chairman of the Mid-Atlantic Market for WesBanco to help ensure a smooth transition in the local market.”

A 2009 robbery of an Old Line bank branch.

At June 30, 2019, WesBanco had consolidated assets of approximately $12.5 billion, deposits of $8.7 billion, loans of $7.7 billion, and shareholders’ equity of $2.1 billion.

At June 30, 2019, Old Line had consolidated assets of approximately $3.1 billion, deposits of $2.4 billion, loans of $2.4 billion, and shareholders’ equity of $0.4 billion.

Antonio-Warren-Gantt-inside-of-the-Maryland-Bank-Trust-main-office-in-Lexington-Park-during-robbery
St.-Mary’s-Deputies-and an FBI agent outside-home-of-Taco-Makers-who-robbed-Md.-Bank-in-Calif.-Md. At left is Deputy David Zylak, who was elected Sheriff of St. Mary’s County in 2002, retired detective John Horne, center, and retired Detective Lt. Donald Purdy behind the unidentified FBI agent. THE CHESAPEAKE TODAY photo

When the transaction is consummated, WesBanco will have approximately $15.6 billion in total assets and will provide banking and financial services through 236 financial centers in six states. The transaction will expand WesBanco’s franchise by 37 offices located throughout Maryland, primarily in the Washington D.C. and Baltimore, MD MSAs.

Robbers-leaving-Old-Line-Bank-123013. Old Line had improved its photos with color images but the angles favor the bandits, not the police.

As a condition to WesBanco’s willingness to enter into the Merger Agreement, all of the directors and all of the executive officers of Old Line have entered into voting agreements with WesBanco pursuant to which they have agreed to vote their shares in favor of the merger. The anticipated two to three quarter time period leading to the consummation of the merger has officials of both organizations optimistic that organizing around customer service and product delivery can be accomplished with as little employee disruption as possible.

Maryland Bank & Trust California branch during the hunt for bank robbers. They were later caught in a nearby trailer park and worked as taco makers at a nearby Mexican restaurant in the Laurel Glen shopping center about a mile from the bank. This bank branch became part of Old Line and now is part of WesBanco system. THE CHESAPEAKE TODAY photo.

Financial advisors involved in the transaction were D.A. Davidson & Co., representing WesBanco, and Keefe, Bruyette & Woods, Inc., representing Old Line.

FROM BANKRATE.COM

  • Old Line Bank is a Bowie, MD-based, FDIC-insured bank dating back to 1989. Regulatory filings show the bank having equity of $238.1 million on assets of $2.11 billion, as of December 31, 2017.
  • Thanks to the work of 266 full-time employees in 28 offices in MD, the bank has amassed loans and leases worth $1.70 billion, including $1.46 billion worth of real estate loans. The bank currently holds $1.66 billion in deposits from U.S. customers.
  • Overall, Bankrate believes that, as of December 31, 2017, Old Line Bank exhibited a good condition, earning 4 out of 5 stars for safety and soundness. Keep reading for a breakdown of how the bank fared on the three key criteria Bankrate used to score U.S. banks.

Legal representations in the transaction include Phillips Gardill Kaiser & Altmeyer PLC and K&L Gates LLP for WesBanco, and Baker, Donelson, Bearman, Caldwell & Berkowitz, PC for Old Line.

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