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Old Line Bancshares, Inc. And WSB HOLDINGS, INC. Announce Execution Of Merger Agreement

Stocks in this article: OLBK WSB

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.

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