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WSB > SEC Filings for WSB > Form 8-K on 26-Oct-2012All Recent SEC Filings

Show all filings for WSB HOLDINGS INC



Other Events

Item 8.01 Other Events.

As previously announced, WSB Holdings, Inc. (the "Company") entered into an agreement and plan of merger with Old Line Bancshares, Inc. ("Old Line") on September 10, 2012. On September 27, 2012, Rosalie Jones, both individually and on behalf of a putative class of the Company's stockholders, filed a complaint in the Circuit Court for Prince George's County, Maryland, against the Company and its directors as well as Old Line. The complaint seeks to enjoin the proposed merger and alleges, among other things, that the members of the Company's board of directors breached their fiduciary duties by agreeing to sell the Company for inadequate and unfair consideration and pursuant to an unfair process. The complaint also alleges that that the directors agreed to provisions in the merger agreement that constitute "onerous and preclusive deal protection devices," and that certain officers and directors of the Company will receive personal benefits from the merger not shared in by other Company stockholders. The complaint further alleges that the Company and Old Line aided and abetted such alleged breaches.

Although the Company and its directors have not yet been formally served with the complaint, the Company was made aware that Old Line was formally served with the complaint on October 24, 2012.

The Company and the Board of Directors believe that the plaintiff's claims are without merit and intend to vigorously defend this lawsuit.

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