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

Show all filings for OLD LINE BANCSHARES INC



Other Events

Item 8.01 Other Events.

As we have previously announced, Old Line Bancshares, Inc. (the "Registrant") entered into an agreement and plan of merger with WSB Holdings, Inc. ("WSB") on September 10, 2012. On October 24, 2012, the Registrant was served with a complaint filed on September 27, 2012, by Rosalie Jones, both individually and on behalf of a putative class of WSB's stockholders, in the Circuit Court for Prince George's County, Maryland, against WSB and its directors and the Registrant. The complaint seeks to enjoin the proposed merger and alleges, among other things, that the members of WSB's board of directors breached their fiduciary duties by agreeing to sell WSB 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 WSB will receive personal benefits from the merger not shared in by other WSB stockholders. The complaint further alleges that WSB and the Registrant aided and abetted such alleged breaches.

The Registrant has not yet responded to the complaint, but intends to vigorously defend this lawsuit.

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