Attached files
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EX-99.3 - FORM OF SUPPORT AGREEMENT - OLD LINE BANCSHARES INC | olbk_ex993.htm |
EX-99.2 - INVESTOR PRESENTATION - OLD LINE BANCSHARES INC | olbk_ex992.htm |
EX-2.1 - AGREEMENT AND PLAN OF MERGER - OLD LINE BANCSHARES INC | olbk_ex2-1.htm |
8-K/A - AMENDED CURRENT REPORT - OLD LINE BANCSHARES INC | olbk_8k.htm |
Exhibit 99.1
Old Line Bancshares, Inc.
|
Bay Bancorp, Inc.
|
Old Line Investor Contact
|
James W. Cornelsen
|
Joseph
J. Thomas
|
Mark
A. Semanie
|
President and Chief
|
President
and Chief
|
Executive
Vice President and
|
Executive Officer
|
Executive
Officer
|
Chief
Operating Officer
|
301-430-2500
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410-312-5400
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301-430-2500
|
JCornelsen@OldLineBank.com
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JThomas@BayBankMD.com
|
MSemanie@OldLineBank.com
|
PRESS RELEASE
FOR IMMEDIATE RELEASE
OLD LINE BANCSHARES, INC. AND BAY BANCORP, INC. ANNOUNCE EXECUTION
OF MERGER
AGREEMENT CREATING MARYLAND’S THIRD LARGEST INDEPENDENT
COMMERCIAL BANK
BOWIE, MD (September 27, 2017) — Old Line Bancshares, Inc.
(NASDAQ Capital Market: OLBK), the parent company of Old Line Bank,
and Bay Bancorp, Inc. (NASDAQ Capital Market: BYBK), the parent
company of Bay Bank, FSB, today announced the execution of a
definitive merger agreement (the “Merger Agreement”)
that provides for the acquisition of Bay Bancorp by Old Line
Bancshares for stock in a deal valued at approximately $128.6
million. This amount is subject to change based on the trading
prices of Old Line Bancshares common stock and the amount of
after-tax income that Bay Bancorp or Bay Bank recognizes from the
recent resolution of Bay Bank litigation and the resolution of
certain problem loans. 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, Bay Bancorp, with
consolidated assets of approximately $646 million at June 30, 2017,
will be merged with and into Old Line Bancshares, an institution
with consolidated assets of approximately $2.0 billion after the
completion of its merger with DCB Bancshares, Inc. on July 28,
2017, with Old Line Bancshares surviving the merger (the
“Merger”). Immediately after the Merger, Bay Bank, FSB,
a federal savings bank with 11 banking locations, will merge with
and into Old Line Bank, a Maryland trust company with 28 banking
offices, with Old Line Bank being the surviving bank. The Merger,
anticipated to close in the second quarter of 2018, will be Old
Line Bancshares’ fifth since 2011. The Merger is expected to
be 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
Bay Bank will create the strongest footprint of any Maryland-based
independent commercial bank serving the Baltimore/Washington
corridor. The combined bank will have assets approaching $3 billion
and, with full service banking offices serving Baltimore City and
11 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 Bay Bank, an exceptional bank with strong dedication
to its local depositors, creditors, employees and stockholders.
This partnership expands and strengthens our presence in the
Baltimore market following on our initial entry in December 2015.
We believe that Bay Bank and Old Line Bank share a similar set of
values and we look forward to building a strong and lasting
partnership that will make Old Line Bank the premier bank in the
Baltimore-Washington corridor.”
Joseph
J. Thomas, President and Chief Executive Officer of Bay Bancorp,
Inc., stated, “our
merger with Old Line Bank will enable our stockholders to realize
an attractive return and higher earnings growth potential going
forward. Bay clients will enjoy a relationship with a bank that has
a much larger branch footprint in the Baltimore Washington
corridor, more accessibility with nearly 40 branches, a broader
product array, and a larger legal lending limit. Our employees
will have the opportunity to work for a market leading, Maryland
headquartered, community bank with exceptional momentum and
reputation. I am delighted to be joining Old Line Bank’s
Board of Directors to help facilitate the transaction and sustain
the great momentum our colleagues at Bay Bank have achieved in
recent years.”
Under the terms of the Merger Agreement, each share of Bay Bancorp
common stock (“BYBK Shares”) will be exchanged for a
number of OLB Shares (the “Per Share Consideration”)
calculated by dividing $11.80 by the volume weighted average
closing prices of Old Line Bancshares common stock for the 20
trading days ending five trading days before the closing date of
the Merger (the “Average Price”), subject to a minimum
Average Price of $25.65 and a maximum average price of $29.16 and
adjustments for the proceeds recognized in the recent settlement of
certain litigation and the resolution of certain loans. As such,
the Per Share Consideration may be as low as 0.4047 OLB Shares if
the Average Price is $29.16 or more and as high as 0.4600 OLB
Shares if the Average Price is $25.65 or less, subject to the
adjustments provided for in the Merger Agreement. In addition to
the parties’ other termination rights, the Merger Agreement
provides that it may be terminated by Bay Bancorp if two adverse
market price conditions are satisfied, subject to Old Line
Bancshares’ right to cure by agreeing to increase the Per
Share Consideration.
Pursuant to the Merger Agreement, Old Line Bancshares’ board
of directors will elect Joseph J. Thomas, Eric D. Hovde and one
other mutually-acceptable member of the Bay Bancorp 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 about September
27, 2017.
The Merger Agreement provides that the effectiveness of the Merger
is subject to customary closing conditions, including approval of
the Merger by Old Line Bancshares’ and Bay Bancorp’s
stockholders and applicable banking regulatory
authorities.
FIG Partners, LLC acted as financial adviser to Old Line Bancshares
and Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, acted
as its legal counsel. Hovde Group, LLC acted as financial adviser
to Bay Bancorp, Inc., RP Financial, LC provided the fairness
opinion to Bay Bancorp and Gordon Feinblatt LLC acted as Bay
Bancorp’s 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 28 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,
Frederick, Montgomery, Prince George's and St. Mary's. It also
targets customers throughout the greater Washington, D.C. and
Baltimore metropolitan areas.
Bay Bancorp, Inc. is a financial holding company and a savings and
loan holding company headquartered in Columbia,
Maryland. Through Bay Bank, FSB, Bay Bancorp serves the
community with a network of 11 branches strategically located
throughout the Baltimore Metropolitan Statistical Area,
particularly Baltimore City and the Maryland counties of Baltimore,
Anne Arundel, Howard, and Harford. BayBank serves
small- and
medium-size businesses,
professionals and other valued customers by offering a broad suite
of financial products and services, including online and mobile
banking, commercial banking, cash management, mortgage lending and
retail banking, and is a leader in
the payment sponsorship services space. Bay Bank funds a variety of loan types
including commercial and residential real estate loans, commercial
term loans and lines of credit, consumer loans and letters of
credit.
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 Bay Bancorp. The registration statement will
include a joint proxy statement/prospectus that will be sent to the
stockholders of both Old Line Bancshares and Bay Bancorp seeking
their approval of the Merger at meetings thereof to be called on
dates to be set in the future. In addition, Old Line Bancshares and
Bay Bancorp may file other relevant documents concerning the Merger
with the SEC.
Security holders of Old Line Bancshares and Bay Bancorp 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, Bay Bancorp and the Merger. Stockholders
of Old Line Bancshares and Bay Bancorp may obtain free copies of
these documents and any other documents that Old Line Bancshares
and Bay Bancorp may file with respect to the Merger when they
become available through the website maintained by the SEC at
www.sec.gov or by accessing Old Line Bancshares’ website at
www.oldlinebank.com under “Investor Relations – SEC
Filings” or Bay Bancorp’s website at www.baybankmd.com
under “About Us – 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 or Bay Bancorp make with the
SEC. Security holders of Old Line Bancshares may also obtain free
copies of the joint proxy statement/prospectus, and any other
documents related to the Merger that Old Line Bancshares files,
when they become available, by directing a request by telephone or
mail to Old Line Bancshares, Inc., 1525 Pointer Ridge Place, Bowie,
Maryland 20716, Attention: Mark A. Semanie (telephone
301-430-2500). Security holders of Bay Bancorp may also obtain free
copies of the joint proxy statement/prospectus, and any documents
related to the Merger that Bay Bancorp files, when they become
available, by directing a request by telephone or mail to Bay
Bancorp, Inc., Attention: Joseph J. Thomas, 7151 Columbia Gateway
Drive, Suite A, Columbia, MD 21046 (telephone:
410-312-5400).
Old Line Bancshares, Bay Bancorp and their directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the stockholders of Old Line Bancshares and Bay
Bancorp 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. Additional
information about the directors and executive officers of Old Line
and their ownership of Old Line common stock is set forth in the
definitive proxy statement for Old Line’s 2017 annual meeting
of stockholders, as previously filed with the SEC on May 8, 2017
and available as noted above. Information about the directors and
executive officers of Bay Bancorp and their ownership of Bay common
stock is set forth in the definitive proxy statement for Bay
Bancorp’s annual meeting of stockholders, as previously filed
with the SEC on April 12, 2017. Copies of these proxy statements
may be obtained free of charge as described above.
Conference Call
Old Line Bancshares will hold a conference call Thursday, September
28, 2017, at 10:00 a.m. Eastern Time to discuss the proposed
transaction. Interested parties may access the conference call by
dialing 833-812-9306, and will be put into the call automatically
after stating their first and last name. Replays of the conference
call will be available until November 28, 2017 by calling
855-859-2056, conference code 92430980.
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 Bay
Bancorp, the parties’ plans, obligations, expectations and
intentions, and that the acquisition of Bay Bancorp will become
immediately accretive to Old Line Bancshares’ earnings,
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 Bay
Bancorp 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 in our target markets or nationally; (8)
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 and Bay Bancorp with the SEC.
Forward-looking statements speak only as of the date they are made.
Neither Old Line Bancshares nor Bay Bancorp will 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.