Wesbanco (NASDAQ:WSBC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On July 23, 2019, Wesbanco, Inc. (WesBanco), Wesbanco Bank, Inc., Old Line Bancshares, Inc. (Old Line), and Old Line Bank entered into a definitive Agreement and Plan of Merger (the Merger Agreement) providing for the merger of Old Line with and into WesBanco (the Merger) upon the terms and subject to the conditions set forth in the Merger Agreement. As a result of the Merger, the separate corporate existence of Old Line will cease and WesBanco will continue as the surviving corporation in the Merger. The Merger Agreement also provides that, immediately following the completion of the Merger, Old Line Bank, a Maryland trust company with commercial banking powers and a wholly-owned subsidiary of Old Line, will merge with and into Wesbanco Bank, Inc., a West Virginia banking corporation and a wholly-owned subsidiary of WesBanco (the Bank Merger), with Wesbanco Bank, Inc. continuing as the surviving bank in the Bank Merger. The Merger Agreement was approved by the Board of Directors of each of WesBanco and Old Line.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, Old Line stockholders will have the right to receive 0.7844 of a share of WesBanco common stock for each share of Old Line common stock. 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.
The Merger Agreement contains customary representations and warranties from both WesBanco and Old Line, and each party has agreed to customary covenants, including, among others, covenants relating to the conduct of business during the interim period between the execution of the Merger Agreement and the effective time of the Merger, each partys obligation, subject to certain exceptions, to recommend that its stockholders approve the Merger (in the case of Old Line) or the Merger Agreement and issuance of common stock in connection with the Merger (WesBanco) and, in the case of Old Line, its non-solicitation obligations relating to alternative acquisition proposals. The Merger Agreement contains certain termination rights for both WesBanco and Old Line and further provides that, upon termination of the Merger Agreement under certain circumstances, Old Line may be obligated to pay WesBanco a termination fee of $16 million.
At the effective time of the Merger, two members of Old Lines current Board of Directors, anticipated to be James W. Cornelsen and Gregory S. Proctor, Jr., will be appointed to the Board of Directors of WesBanco and WesBanco Bank, Inc.
Consummation of the Merger is subject to a number of customary conditions, including, but not limited to, the approval of the Merger Agreement and the issuance of shares of WesBanco common stock in connection with the Merger by WesBanco shareholders, approval of the Merger by the stockholders of Old Line and the receipt of all required regulatory approvals. In addition, each partys obligation to consummate the Merger is subject to certain additional customary conditions, including (1) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (2) performance in all material respects by the other party of its obligations, and (3) the receipt by such party of an opinion from its counsel to the effect that the Merger and the Bank Merger will be treated as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
As a condition to WesBancos willingness to enter into the Merger Agreement, all of the directors and executive officers of Old Line have entered into voting agreements (each, a Voting Agreement) with WesBanco to which they have agreed to vote their shares in favor of the Merger. A form of the Voting Agreement is attached as Exhibit A to the Merger Agreement and is incorporated herein by reference.
A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference in its entirety. The foregoing summary of the Merger Agreement in this Item 1.01 is not complete and is qualified in its entirety by reference to the complete text of the Merger Agreement.
Additional Information About the Merger and Where to Find It
In connection with the proposed Merger, WesBanco will file with the Securities and Exchange Commission (SEC) a Registration Statement on Form S-4 that will include a proxy statement of Old Line and WesBanco and a prospectus of WesBanco, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS OF WESBANCO, STOCKHOLDERS OF OLD LINE AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The Proxy Statement/Prospectus will be mailed to shareholders of WesBanco and stockholders of Old Line prior to the respective shareholder and stockholder meetings, which have not yet been scheduled. In addition, when the Registration Statement on Form S-4, which will include the Proxy Statements/Prospectus, and other related documents are filed by WesBanco with the SEC, they may be obtained for free at the SECs website at http://www.sec.gov, and from either WesBancos or Old Lines website at http://www.wesbanco.com or http://www.oldlinebank.com, respectively.
Participants in the Solicitation
WesBanco and Old Line and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of WesBanco and the stockholders of Old Line in connection with the proposed Merger. Information about the directors and executive officers of WesBanco is set forth in the proxy statement for WesBancos 2019 annual meeting of shareholders, as filed with the SEC on March 13, 2019 and as supplemented on April 5, 2019. Information about the directors and executive officers of Old Line is set forth in the proxy statement for Old Lines 2019 annual meeting of stockholders, as filed with the SEC on April 26, 2019. Information about any other persons who may, under the rules of the SEC, be considered participants in the solicitation of WesBanco shareholders or Old Line stockholders in connection with the proposed Merger will be included in the Proxy Statement/Prospectus. You can obtain free copies of these documents from the SEC, WesBanco or Old Line using the website information above. This communication does 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 such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
WESBANCO SHAREHOLDERS AND OLD LINE STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS WITH RESPECT TO THE PROPOSED MERGER.
Item 2.02 Results of Operations and Financial Condition.
On July 23, 2019, WesBanco issued a press release announcing earnings for the three and six months ended June 30, 2019. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in this Report on Form 8-K furnished to Item 2.02, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure
WesBanco and Old Line will host a conference call and webcast to discuss the Merger Agreement and the Merger on July 24, 2019 at 10:00 a.m. ET. WesBanco will also discuss its financial results for the second quarter of 2019 on this call. Interested parties can access the live webcast of the conference call through the Investor Relations section of WesBancos website, www.wesbanco.com. Participants can also listen to the conference call by dialing 888-347-6607 (domestic), 855-669-9657 (Canada), or 412-902-4290 (international), and asking to be joined into the WesBanco call. Interested parties should log in or dial in at least 10 minutes prior to the start time to ensure a connection. WesBanco has prepared an investor presentation to accompany the call that will be available through the Investor Relations section of its website, www.wesbanco.com. A copy of this investor presentation is attached hereto as Exhibit 99.2.
In accordance with General Instruction B.2. of Form 8-K, the information in this Item 7.01 and the accompanying Exhibit 99.2 shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section.
Item 8.01 Other Events
On July 23, 2019, WesBanco and Old Line issued a press release announcing the signing of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Cautionary Statement
The Merger Agreement and form of Voting Agreement have been included in this report to provide investors with information regarding their terms. Except for the status of each such agreement as the contractual document that establishes and governs the legal relations among the parties thereto with respect to the transactions described in this report, the Merger Agreement and form of Voting Agreement are not intended to be a source of factual, business or operational information about the parties thereto.
The representations, warranties, covenants and agreements made by the parties to the Merger Agreement are made as of specific dates and are qualified and limited, including by information in disclosure schedules that the parties exchanged in connection with the execution of such Merger Agreement. Moreover, certain of the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders. Representations and warranties may be used as a tool to allocate risks between the parties to the Merger Agreement, including where the parties do not have complete knowledge of all facts. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding WesBanco or Old Line, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding WesBanco, Old Line, their respective affiliates or their respective businesses, the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that will include a proxy statement of Old Line and WesBanco and a prospectus of WesBanco, as well as in the Forms 10-K, Forms 10-Q and other filings that each of WesBanco and Old Line make with the SEC.
Forward-Looking Statements
Matters set forth in the exhibits to this filing contain certain forward-looking statements, including certain plans, expectations, goals, and projections, and including statements about the benefits of the proposed Merger between WesBanco and Old Line, that are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors including: the businesses of WesBanco and Old Line may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the proposed Merger may not be fully realized within the expected timeframes; disruption from the proposed Merger may make it more difficult to maintain relationships with clients, associates, or suppliers; the required governmental approvals of the proposed Merger may not be obtained on the expected terms and schedule; Old Lines stockholders and/or WesBancos shareholders may not approve the proposed Merger/Merger Agreement; changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of other business strategies; the nature, extent, and timing of governmental actions and reforms; and extended disruption of vital infrastructure; and other factors described in WesBancos 2018 Annual Report on Form 10-K, Old Lines 2018 Annual Report on Form 10-K, and documents subsequently filed by WesBanco and Old Line with the SEC. All forward-looking statements included in this filing are based on information available at the time of the release. Neither WesBanco nor Old Line assumes any obligation to update any forward-looking statement.
