Old Line Bancshares, of Bowie, and WesBanco have announced a definitive agreement and plan of merger providing for the merger of Old Line with and into WesBanco. Under the terms of the agreement and plan of merger, which has been approved by the boards of directors of both companies, WesBanco will exchange shares of its common stock for all 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 tangible book value per share of 177.0 percent, 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.

“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,” said Todd Clossin, president and CEO of WesBanco. “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 10 financial institution in the state of Maryland. 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 no. 7 best bank in America by Forbes magazine.”

It is expected that the transaction should be completed during the next two-to-three quarters. Upon completion of the merger, WesBanco will add two Old Line directors, anticipated to be James Cornelsen and Gregory Proctor, Jr., to its board of directors, with other current Old Line directors comprising an advisory board for the mid-Atlantic Market, led by Cornelsen. In addition, Mark Semanie, Old Line’s current executive vice president and chief operating officer, will join WesBanco as president of the mid-Atlantic market.

At June 30, 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; on the same date, 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.