Attached files
file | filename |
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EX-99.3 - INVESTOR PRESENTATION - OLD LINE BANCSHARES INC | exhibit993.htm |
EX-99.2 - FORM OF SUPPORT AGREEMENT - OLD LINE BANCSHARES INC | exhibit992.htm |
EX-2.1 - AGREEMENT AND PLAN OF MERGER - OLD LINE BANCSHARES INC | exhibit21.htm |
8-K - CURRENT REPORT - OLD LINE BANCSHARES INC | a8k.htm |
Exhibit
99.1
PRESS
RELEASE FOR IMMEDIATE RELEASE February 1, 2017 |
OLD LINE
BANCSHARES, INC. CONTACT: JAMES W. CORNELSEN PRESIDENT AND CHIEF EXECUTIVE OFFICER 301.430.2500
DCB
BANCSHARES, INC.
CONTACT: ROBERT L.
CARPENTER
CHIEF
FINANCIAL OFFICER AND INTERIM CO-CHIEF
EXECUTIVE
OFFICER
301.368.9112
|
OLD LINE BANCSHARES, INC. AND DCB BANCSHARES, INC. ANNOUNCE
EXECUTION OF MERGER AGREEMENT
BOWIE,
MD - Old Line Bancshares, Inc. (NASDAQ Capital Market: OLBK), the
parent company of Old Line Bank, and DCB Bancshares, Inc. (PINX:
DCBB), the parent company of Damascus Community Bank, today jointly
announced the execution of a definitive merger agreement (the
“Merger Agreement”) that provides for the acquisition
of DCB Bancshares by Old Line Bancshares for stock in a deal valued
at approximately $40.7 million, or approximately $25.22 per share
of DCB Bancshares common stock, which amounts are subject to change
based on the trading prices of Old Line Bancshares common stock.
The merger consideration will be paid in newly issued shares of Old
Line Bancshares common stock (“OLB
Shares”).
Pursuant to the
terms of the Merger Agreement, DCB Bancshares, with consolidated
assets of approximately $311 million at December 31, 2016, will be
merged with and into Old Line Bancshares, an institution with
consolidated assets of $1.7 billion at December 31, 2016, with Old
Line Bancshares surviving the merger (the “Merger”).
Immediately after the Merger, Damascus Community Bank, a Maryland
commercial bank with six banking locations, will merge with and
into Old Line Bank, a Maryland trust company with 21 banking
offices, with Old Line Bank being the surviving bank. The Merger,
anticipated to close in mid-2017, will be Old Line
Bancshares’ fourth since 2011. The Merger is expected to be
immediately accretive to Old Line Bancshares’ tangible book
value and immediately accretive to its earnings, excluding the
expenses of the Merger.
Craig
E. Clark, Chairman of the Board of Directors of Old Line
Bancshares, Inc., said, “the combination of Old Line Bank and
Damascus Community Bank will create the third-largest independent
commercial bank based in Maryland, with assets of approximately $2
billion and, with 27 full service banking offices serving nine
counties, the combined institution will have the second-most
banking locations in Maryland of all independent Maryland-based
commercial banks.”
James
W. Cornelsen, President and Chief Executive Officer of Old Line
Bancshares, said, “we are extremely pleased to be joining
with Damascus Community Bank, an exceptional bank with strong
dedication to its local depositors, creditors, employees and
shareholders. We believe that Damascus Community Bank and Old Line
Bank share a similar set of values and we look forward to building
a strong and lasting partnership.”
Stephen
J. Deadrick, Chairman of DCB Bancshares, stated, “we have
worked hard over many years to build and maintain a community bank
we can all be proud of, and that commitment has not changed as we
join with Old Line. Through this partnership, we can be part of a
community bank that can offer our customers a wider range of
products and maintain our commitment to our community, and we
anticipate that it will provide our shareholders with increased
value, an improved dividend and the liquidity that comes with a
NASDAQ listed stock.”
Under
the terms of the Merger Agreement, each share of DCB Bancshares
common stock (“DCB Shares”) will be exchanged for a
number of OLB Shares calculated by dividing 160% of the tangible
book value of each DCB Share at December 31, 2016 by the weighted
average closing price of Old Line Bancshares common stock for the
10 trading days ending two trading days before the closing, subject
to a minimum average price of $20.85 per share and a maximum
average price of $27.21 per share (the “Average
Price”). As such, the exchange ratio may be as low as 0.9269
OLB Shares for each DCB Share if the Average Price is $27.21 or
more and as high as 1.2096 OLB Shares for each DCB Share if the
Average Price is $20.85 or less. In addition to the parties’
other termination rights, the Merger Agreement provides that it may
be terminated by DCB Bancshares if two adverse market price
conditions are satisfied, subject to Old Line Bancshares’
right to cure by agreeing to an exchange ratio that assumes an
Average Price of $16.68.
Pursuant to the
Merger Agreement, Old Line Bancshares’ board of directors
will elect Mr. Stephen J. Deadrick and one other
mutually-acceptable member of the DCB Bancshares board of directors
to serve as directors of Old Line Bancshares and Old Line
Bank.
The
foregoing is intended only as a summary and is qualified in its
entirety by reference to the terms of the Merger Agreement, which
will be included as an exhibit to Old Line Bancshares’
Current Report on Form 8-K to be filed with the Securities and
Exchange Commission (the “SEC”) on or before February
2, 2017.
The
Merger Agreement is subject to customary closing conditions,
including approval of the Merger Agreement and the Merger by DCB
Bancshares’ stockholders and applicable banking regulatory
authorities.
Ambassador
Financial Group, Inc. acted as financial adviser to Old Line
Bancshares and Baker, Donelson, Bearman, Caldwell & Berkowitz,
PC, acted as its legal counsel. RP Financial, LC. acted as
financial advisor and provided the fairness opinion to DCB
Bancshares and Gordon Feinblatt LLC acted as its legal
counsel.
Old
Line Bancshares, Inc. is the parent company of Old Line Bank, a
Maryland chartered trust company headquartered in Bowie, Maryland,
approximately 10 miles east of Andrews Air Force Base and 20 miles
east of Washington, D.C. Old Line Bank has 21 banking
locations located in its primary market area of suburban Maryland
(Washington, D.C. suburbs, Southern Maryland and Baltimore suburbs)
counties of Anne Arundel, Baltimore, Calvert, Carroll, Charles,
Montgomery, Prince George's and St. Mary's. It also targets
customers throughout the greater Washington, D.C. and Baltimore
metropolitan areas.
DCB
Bancshares, Inc. is the parent company of Damascus Community Bank,
a Maryland chartered commercial bank with commercial banking powers
headquartered in Damascus, Maryland. Damascus Community Bank has
six banking locations located in its primary market areas of
Montgomery, Frederick and Carroll Counties.
Additional Information and Where to Find It
In
connection with the Merger, Old Line Bancshares will file with the
SEC a registration statement on Form S-4 to register the shares of
Old Line Bancshares common stock to be issued to the stockholders
of DCB Bancshares. The registration statement will include a proxy
statement/prospectus that will be sent to the stockholders of DCB
Bancshares seeking their approval of the Merger at a meeting
thereof to be called on a date to be set in the future. In
addition, Old Line Bancshares may file other relevant documents
concerning the Merger with the SEC.
Stockholders of DCB
Bancshares are urged to read the registration statement on Form S-4
and the 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 and the Merger. Stockholders
of DCB Bancshares may obtain free copies of these documents, when
they become available, through the website maintained by the SEC at
http://www.sec.gov or by accessing Old Line Bancshares’
website at http://www.oldlinebank.com under “Investor
Relations – SEC Filings.” 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
makes with the SEC. Free copies of the proxy statement/prospectus
also may be obtained by directing a request by telephone or mail to
DCB Bancshares, Inc., 26500 Ridge Road, Damascus, Maryland 20872,
Attention: Robert L. Carpenter (telephone:
301.368.9112.
DCB
Bancshares and its directors, executive officers and certain
members of management may be deemed to be participants in the
solicitation of proxies from the stockholders of DCB Bancshares in
connection with the Merger. 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 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 expected timing of
and benefits of the merger between Old Line Bancshares and DCB
Bancshares; the parties plans, obligations, expectations and
intentions; and when the acquisition of DCB Bancshares will become
accretive to Old Line Bancshares, 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 DCB Bancshares 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 with the SEC. Forward-looking
statements speak only as of the date they are made. Old Line
Bancshares 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.