WesBanco, Inc. (NasdaqGS:WSBC) executed an indication of interest to acquire Old Line Bancshares, Inc. (NasdaqCM:OLBK) from RMB Capital Holdings, LLC, BlackRock, Inc. (NYSE:BLK), Eric Hovde, Ann Harnett and others on April 11, 2019. WesBanco, Inc. entered into a definitive agreement to acquire Old Line Bancshares, Inc. from RMB Capital Holdings, LLC, BlackRock, Inc., Eric Hovde, Ann Harnett and others for approximately $500 million on July 23, 2019. Under the terms of the agreement, WesBanco will exchange shares of its common stock for all of the outstanding shares of Old Line common stock, at an exchange ratio of 0.7844 of a share of WesBanco common stock for each share of Old Line common stock they own. The exchange ratio is subject to customary anti-dilution adjustments in the event of reorganizations, stock splits, stock dividends, and similar transactions involving WesBanco common stock. Each option granted by Old Line, whether vested or unvested, that is outstanding and unexercised immediately prior to the effective time shall be assumed and converted into an option of Wesbanco. Each restricted stock award in respect of shares of Old Line that is unvested and outstanding immediately prior to the effective time shall fully vest and shall be cancelled and converted automatically into the right to receive the merger consideration. Similarly, each performance award of Old Line shall be cancelled and converted automatically into the right to receive the merger consideration. Under the transaction, RMB Capital Holdings, LLC, BlackRock, Inc., Eric Hovde and Ann Harnett will sell 7%, 5.2%, 6.17% and 5.3% stakes respectively, in Old Line Bancshares. The shareholders of Wesbanco will own 80.4% of the merged entity while that of Old Line, will own 19.6%. As a result of the merger, the separate corporate existence of Old Line will cease and WesBanco will continue as the surviving corporation. The merger agreement also provides that, immediately following the completion of the merger, Old Line Bank, a wholly-owned subsidiary of Old Line, will merge with and into Wesbanco Bank, Inc., a wholly-owned subsidiary of WesBanco, with Wesbanco Bank, Inc. continuing as the surviving bank. Upon termination of the transaction under certain circumstances, Old Line may be obligated to pay WesBanco a termination fee of $16 million.

Upon completion of the merger, WesBanco will add two directors of Old Line, anticipated to be James W. Cornelsen and Gregory S. Proctor, Jr., to its Board of Directors, with other current directors of Old Line comprising an Advisory Board for the Mid-Atlantic Market, led by James W. Cornelsen, President and Chief Executive Officer of Old Line. James W. Cornelsen will serve as Chairman of the Mid-Atlantic Market. In addition, Mark A. Semanie, Old Line's current Executive Vice President and Chief Operating Officer, will join WesBanco as Market President of the Mid-Atlantic Market. As of July 24, 2019, Craig E. Clark, Chairman of the Board of Directors of Old Line Bancshares, Inc. and Old Line Bank, resigned from his position. Eric Hovde resigned from the Old Line Bancshares board of directors on July 24, 2019. The transaction is subject to approval by shareholders of Wesbanco and Old Line at special meetings scheduled for October 29, 2019, receipt of all required regulatory approvals, registration statement having been declared effective, Nasdaq having completed its review of the “Listing of Additional Shares Notification Form” filed by WesBanco with respect to the shares to be issued in the merger and the receipt by such party of an opinion from its counsel to the effect that the transaction will be treated as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. The transaction was approved by the Board of Directors of WesBanco. The Board of Old Line has also unanimously approved the transaction. The boards of directors of Wesbanco and Old Line recommended the shareholders to vote in favor of the approval of the transaction. In addition, all of the directors and executive officers of Old Line have entered into voting agreements with WesBanco pursuant to which they have agreed to vote their shares in favor of the merger. The Board of Directors of Old Line received the opinion of Keefe, Bruyette & Woods, Inc. to the effect that, the merger consideration is fair, from a financial point of view, to Old Line's stockholders. The Board of Directors of Wesbanco received the opinion of D. A. Davidson & Co. to the effect that, the merger consideration is fair, from a financial point of view, to Wesbanco's stockholders. As of September 23, 2019, the Registration Statement has been declared effective. As of October 29, 2019, the transaction was approved by the shareholders of Old Line and Wesbanco. As of November 14, 2019, all necessary regulatory approvals for the transaction have been received. The transaction is expected to be completed during the next two to three quarters. As of July 31, 2019, the transaction is expected to be completed in the fourth quarter of 2019 or first quarter of 2020. As of November 14, 2019, the transaction is expected to be completed on or about November 22, 2019. The transaction is expected to be 4.3% accretive to earnings in 2020, and 6.2% accretive to earnings in 2021.

Keefe, Bruyette & Woods, Inc. acted as financial advisor and fairness opinion provider for Old Line. D. A. Davidson & Co. acted as financial advisor and fairness opinion provider for Wesbanco. K&L Gates LLP and James C. Gardill of Phillips, Gardill, Kaiser and Altmeyer, PLLC acted as legal advisors for Wesbanco. Frank C. Bonaventure, Jr. of Baker Donelson, Bearman, Caldwell & Berkowitz, PC acted as legal advisor for Old Line. Computershare Investor Services, LLC acted as exchange agent for WesBanco. Old Line agreed to pay Keefe, Bruyette & Woods a total cash fee equal to 1.05% of the aggregate merger consideration, $0.75 million of which became payable to Keefe, Bruyette & Woods with the rendering of its opinion, and the balance of which is contingent upon the closing of the merger. Wesbanco agreed to pay Davidson a cash fee of $0.5 million concurrently with the rendering of its opinion and a $0.025 million retainer paid upon execution of the engagement letter. Wesbanco will pay to Davidson at the time of closing of the merger a contingent cash fee equal to 0.60% of the aggregate consideration, less than $0.5 million fee paid in connection with the opinion and $0.025 million fee paid in connection with the retainer. Georgeson LLC acted as information agent to Wesbanco while D.F. King & Co., Inc. acted as information agent to Old Line. Wesbanco will pay Georgeson a fee of $8,500. Wesbanco will pay D.F. King a fee of $10,500.

WesBanco, Inc. (NasdaqGS:WSBC) completed the acquisition of Old Line Bancshares, Inc. (NasdaqCM:OLBK) from RMB Capital Holdings, LLC, BlackRock, Inc. (NYSE:BLK), Eric Hovde, Ann Harnett and others on November 22, 2019. Former branches of Old Line will continue to operate under the Old Line Bank name until the data conversion, when they will be transitioned to WesBanco Bank. With the closing of the merger, WesBanco has appointed James W. Cornelsen and Gregory S. Proctor, Jr., formerly Directors of Old Line, to the WesBanco Board of Directors.