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OLBK > SEC Filings for OLBK > Form 8-K/A on 13-May-2013All Recent SEC Filings

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Form 8-K/A for OLD LINE BANCSHARES INC


13-May-2013

Completion of Acquisition or Disposition of Assets, Financial Statement


Item 2.01 Completion of Acquisition of Disposition of Assets.

On May 10, 2013, Old Line Bancshares, Inc. ("Bancshares"), the parent company of Old Line Bank, completed its acquisition of WSB Holdings, Inc. ("WSB Holdings"), the parent company of The Washington Savings Bank, F.S.B., ("The Washington Savings Bank"), through the merger of WSB Holdings with and into Bancshares (the "Merger"). The Merger was consummated pursuant to the Agreement and Plan of Merger dated as of September 10, 2012, by and between Bancshares and WSB Holdings, as amended (the "Merger Agreement").

As a result of the Merger, each share of common stock of WSB Holdings was converted into the right to receive, at the holder's election, approximately $6.07 in cash or .5570 shares of Bancshares' common stock, provided (i) cash will be paid in lieu of any fractional shares of Bancshares common stock and
(ii) 2,792,974 shares of common stock of WSB Holdings will be exchanged for cash in the Merger, with the remaining shares of WSB Holdings common stock being exchanged for 2,909,486 shares of Bancshares common stock. The aggregate Merger consideration was approximately $48.5 million as calculated pursuant to the Merger Agreement, with a value of approximately $54.7 million based on recent market prices of Bancshares' common stock.

In connection with the Merger, the parties have caused The Washington Savings Bank to merge with and into Old Line Bank, with Old Line Bank the surviving bank.

A copy of the press release announcing the completion of the Merger is filed as Exhibit 99.1 hereto.



Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits

99.1 Press release dated May 10, 2013 (previously filed).


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