Old Line Bancshares — Merger or Acquisition (July 2019)
26 slides from Old Line Bancshares's merger presentation, Jul 23, 2019
Slide 1: Acquisition of Old Line Bancshares, Inc.
Acquisition of Old Line Bancshares, Inc. 23 July 2019 Exhibit 99.2
Slide 2: Forward-Looking Statements
The statements in this presentation that are not historical facts, in particular the statements with respect to the expected timing of and benefits of the proposed merger between WesBanco and Old Line, the parties’ plans, obligations, expectations, and intentions, and the statements with respect to
Slide 3: 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 t
Slide 4: 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 officer
Slide 5: Non-GAAP Financial Measures
In addition to the results of operations presented in accordance with Generally Accepted Accounting Principles (GAAP), WesBanco and Old Line management use, and this presentation contains or references, certain non-GAAP financial measures, such as tangible common equity/tangible assets; net income e
Slide 6: Transaction Highlights
Transaction Highlights WesBanco will enter the two fastest growing MSAs in the Mid-Atlantic region Strong deposit market share in Washington D.C. (#16) and Baltimore (#11) MSAs(1) Top 10 deposit market share in state of Maryland (#9)(1) Combination of WSBC’s superior funding and wealth management ca
Slide 7: Summary of Key Terms
Summary of Key Terms Consideration OLBK stockholders to receive 0.7844 of a share of WSBC common stock for each share of OLBK common stock held, including stock options 100% stock consideration Implied consideration of $29.22 per share, or $500 million in aggregate(1) Management and Board of Directo
Slide 8: Strategic Footprint Expansion
Strategic Footprint Expansion Source: S&P Global Market Intelligence; WalletHub; Forbes; location data as of 7/22/2019 Data as of May 2019 and sourced from the United States Department of Labor WSBC (199) OLBK (37) As of May 2019, the Washington D.C. and Baltimore MSAs had unemployment rates the sam
Slide 9: Strong Market Positions in the Mid-Atlantic
Strong Market Positions in the Mid-Atlantic Source: S&P Global Market Intelligence, deposit market share data as of June 30, 2018 Note: Does not include deposits from closed branches and excludes E*TRADE Financial Corp. from Washington D.C. MSA `
Slide 10: Entrance into Strong and High Growth Markets
Entrance into Strong and High Growth Markets Extends WSBC Market Presence into Attractive, High-Growth Markets Source: S&P Global Market Intelligence; Bureau of Economic Analysis, GDP by metropolitan area, published September 18, 2018 WesBanco will enter into the two fastest growing MSAs in the Mid-
Slide 11: Strong Market Positions Across Footprint
Strong Market Positions Across Footprint Source: S&P Global Market Intelligence Note: Location data as of 7/22/2019; market share based on 2018 MSA deposit rankings (approximated on map by circles) (Pittsburgh MSA excludes BNY Mellon; Columbus MSA excludes single Wells Fargo branch & Nationwide Insu
Slide 12: Broad and Balanced Market Distribution
Broad and Balanced Market Distribution Notes: Loan and deposit data as of 6/30/2019; assumes all OLBK deposits in the state of Maryland; does not include any purchase accounting or merger related adjustments WesBanco (Current) WesBanco (Pro-Forma)
Slide 13: Financial Comparison
($MM) 6/30/2019 6/30/2019 Assets $ 12,495 $ 3,076 Deposits $ 8,695 $ 2,384 Average Loans / Deposits 87.4% 103.4% Tangible Common Equity(1) $ 1,170 $ 284 TCE / TA(1) 10.10% 9.55% 6 Mos. Ended 6/30/2019 6 Mos. Ended 6/30/2019 Net Income (non-GAAP)(1)(3) $ 87.7 $ 17.4 Net Interest Margin(2) 3.68% 3.54%
Slide 14: Pricing and Assumptions
Pricing and Assumptions Pricing Metrics(1): Price / OLBK 6/30/19 TBVPS: 177.0% Price / OLBK 6/30/19 LTM EPS: 14.0x Price / OLBK 2019 Analyst Est. EPS(2): 13.4x Price / OLBK 2020 Analyst Est. EPS(2): 12.2x Core Deposit Premium(3): 12.6% Key Assumptions: Cost savings of approximately 31%, or $18.8 mil
Slide 15: Attractive Pricing Compared to Relevant Deals
Attractive Pricing Compared to Relevant Deals Deal Metrics Deal Value ($MM) $ 500 $ 206 $ 146 Price / TBVPS 177.0% 202.6% 194.2% Price / LTM EPS 14.0x 22.3x 22.3x Target Financials Total Assets ($MM) $ 3,076 $ 1,322 $ 904 ROAA(1) 1.20% 0.95% 0.82% ROAE(1) 9.44% 8.07% 7.04% Peer Median Source: S&P Gl
Slide 16: Pro-Forma Capital Ratios Remain Strong
Pro-Forma Capital Ratios Remain Strong WSBC 6/30/2019 OLBK 6/30/2019 Pro- Forma(2) Tangible Common Equity / Tangible Assets(1) 10.1% 9.6% 9.6% Tier 1 Leverage Ratio 11.1% 9.6% 9.5% Tier 1 Common Ratio 13.8% 10.4% 12.6% Tier 1 Risk-Based Capital 15.4% 10.6% 12.6% Total Risk-Based Capital 16.3% 12.2%
Slide 17: Summary
Summary WesBanco enters two major Mid-Atlantic markets with strong positions, supported by unique long-term advantages and distinct long-term strategies Old Line Bank is one of the region’s leading community banks combined with excellent credit quality and strong management and lending teams; and, p
Slide 18: Appendix
WesBareo By all accounts, better. Appendix
Slide 19: Pro Forma Loan and Deposit Mix
Pro Forma Loan and Deposit Mix WSBC Pro-Forma OLBK Loans Deposits Cost of Total Deposits: 0.50% Cost of Total Deposits: 1.04% Cost of Total Deposits: 0.62% Yield on Loans: 5.02% Yield on Loans: 4.81% Yield on Loans: 4.97% Source: Company information, for the quarter ended 6/30/2019 Note: Does not in
Slide 20: Non-GAAP Financial Measures: TCE / TA
Non-GAAP Financial Measures: TCE / TA Source: Company management and Q2 earnings release ($ in thousands) WSBC OLBK 6/30/2019 6/30/2019 Total common shareholders’ equity $ 2,074,116 $ 389,312 Less: goodwill and other intangible assets, net of def. tax liability (903,729) (105,772) Tangible common eq
Slide 21: Non-GAAP Financial Measures: Net Income
Non-GAAP Financial Measures: Net Income Source: Company management and Q2 earnings release Tax effected at 21% ($ in thousands) WSBC OLBK Six Months Ending June 30, 2019 Six Months Ending June 30, 2019 Net income $ 85,151 $ 17,416 Plus: after-tax merger-related expenses (1) 2,519 -- Net income exclu
Slide 22: Non-GAAP Financial Measures: Efficiency Ratio
Non-GAAP Financial Measures: Efficiency Ratio Source: Company management and Q2 earnings release ($ in thousands) WSBC OLBK Six Months Ending June 30, 2019 Six Months Ending June 30, 2019 Non-interest expense $ 146,385 $ 28,980 Less: merger-related expenses (3,188) -- Non-interest expense, excluding
Slide 23: Non-GAAP Financial Measures: ROAA
Non-GAAP Financial Measures: ROAA Source: Company management and Q2 earnings release Tax effected at 21% ($ in thousands) WSBC OLBK Six Months Ending June 30, 2019 Six Months Ending June 30, 2019 Net income (annualized) $ 171,713 $ 35,121 Plus: after-tax merger-related expenses (annualized)(1) 5,079
Slide 24: Non-GAAP Financial Measures: ROAE
Non-GAAP Financial Measures: ROAE Source: Company management and Q2 earnings release Tax effected at 21% Excluding merger-related expenses ($ in thousands) WSBC OLBK Six Months Ending June 30, 2019 Six Months Ending June 30, 2019 Net income (annualized) $ 171,713 $ 35,121 Plus: after-tax merger-rela
Slide 25: Non-GAAP Financial Measures: ROATE
Non-GAAP Financial Measures: ROATE Source: Company management and Q2 earnings release Tax effected at 21% Excluding merger-related expenses ($ in thousands) WSBC OLBK Six Months Ending June 30, 2019 Six Months Ending June 30, 2019 Net income (annualized) $ 171,713 $ 35,121 Plus: after-tax merger-rel
Slide 26: WesBanco - By all accounts, better.
WesBareo By all accounts, better.
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