WesBanco Inc. and Old Line Bancshares Inc. have agreed to merge, with the smaller Old Line becoming part of the Wheeling, W.V.-based financial institution in a deal valued at $500 million. The all-stock transaction will expand WesBanco’s franchise by 37 offices throughout Maryland, primarily in the Washington D.C. and Baltimore metropolitan areas.
Under the agreement, which has been approved by the boards of both companies, Old Line stockholders will receive 0.7844 of a share of WesBanco common stock for each share of Old Line common stock they own, 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.
After the merger, WesBanco will have approximately $15.6 billion in total assets and provide banking and financial services through 236 financial centers in six states. The deal is expected to be complete during the next two to three quarters.
“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,” WesBanco CEO Todd F. Clossin said, in a statement. “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.”
The transaction is expected to be 4.3 percent accretive to earnings in 2020, and 6.2 percent accretive to earnings in 2021, once anticipated cost savings of approximately 31 percent are phased-in fully. Estimated tangible book value dilution at closing of 3.8 percent 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.
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, with other current Old Line directors comprising an advisory board for the Mid-Atlantic market, led by Cornelsen. In addition, Mark A. Semanie, Old Line’s current executive vice president and COO, will join WesBanco as market president of the Mid-Atlantic market.
Financial advisors involved in the transaction were D.A. Davidson & Co., representing WesBanco, and Keefe, Bruyette & Woods Inc., representing Old Line.
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.