Wesbanco, Inc. · NASDAQ:WSBC
Wesbanco — Merger or Acquisition (July 2019)
26 slides from Wesbanco's merger presentation, Jul 24, 2019
Slide 1: Acquisition of Old Line Bancshares, Inc.
Acquisition of Old Line Bancshares, Inc. 23 July 2019
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
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 office
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 incom
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 wealt
Slide 7: Summary of Key Terms
Summary of Key Terms 6 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 $500 million in aggregate (1) Management and Board o
Slide 8: Strategic Footprint Expansion
Strategic Footprint Expansion 7 Source: S&P Global Market Intelligence; WalletHub; Forbes ; location data as of 7/22/2019 1) Data as of May 2019 and sourced from the United States Department of Labor WSBC (199) OLBK (37) » As of May 2019, the Washington D.C. and Baltimore MSAs had unemployment rates
Slide 9: Strong Market Positions in the Mid-Atlantic
Strong Market Positions in the Mid - Atlantic 8 Source: S&P Global Market Intelligence, deposit market share data as of June 30, 2018 Note: Does not include deposits from closed branches and excludes E*TRADE Financial Corp. from Washington D.C. MSA Lexington Park MSA Rank Institution (State) Market
Slide 10: Entrance into Strong and High Growth Markets
Entrance into Strong and High Growth Markets 9 Extends WSBC Market Presence into Attractive, High - Growth Markets S ource: S&P Global Market Intelligence; Bureau of Economic Analysis, GDP by metropolitan area, published September 18, 2018 » WesBanco will enter into the two fastest growing MSAs in t
Slide 11: Strong Market Positions Across Footprint
10 Strong Market Positions Across Footprint Source: S&P Global Market Intelligence Note: L ocation data as of 7/22/2019; market share based on 2018 MSA deposit rankings (approximated on map by circles) (Pittsburgh MS A e xcludes BNY Mellon; Columbus MSA excludes single Wells Fargo branch & Nationwid
Slide 12: Broad and Balanced Market Distribution
11 Broad and Balanced Market Distribution Notes: L oan and deposit data as of 6/30/2019; assumes all OLBK deposits in the state of Maryland; d oes not include any purchase accounting or merger related adjustments WesBanco (Current) WesBanco (Pro - Forma) WV 27% OH 31% PA 17% IN 6% KY 19% Loans WV 34
Slide 13: Financial Comparison
($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%
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 approxi
Slide 15: Attractive Pricing Compared to Relevant Deals
Attractive Pricing Compared to Relevant Deals 14 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
Slide 16: Pro-Forma Capital Ratios Remain Strong
Pro - Forma Capital Ratios Remain Strong 15 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
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 tea
Slide 18: Appendix
By all accounts, better. Appendix
Slide 19: Pro Forma Loan and Deposit Mix
Noninterest - Bearing 28.0% Interest - Bearing Demand 18.8% MMDA & Savings 32.8% Time Deposits 20.4% Noninterest - Bearing 28.5% Interest - Bearing Demand 23.9% MMDA & Savings 31.9% Time Deposits 15.7% Land & Construction 5.5% Commercial RE 47.8% Commercial & Industrial 16.0% Residential RE 20.6% Ho
Slide 20: Non-GAAP Financial Measures: TCE / TA
Non - GAAP Financial Measures: TCE / TA 19 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 com
Slide 21: Non-GAAP Financial Measures: Net Income
Non - GAAP Financial Measures: Net Income 20 Source : Company management and Q2 earnings release 1) 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
Slide 22: Non-GAAP Financial Measures: Efficiency Ratio
Non - GAAP Financial Measures: Efficiency Ratio 21 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 expens
Slide 23: Non-GAAP Financial Measures: ROAA
Non - GAAP Financial Measures: ROAA 22 Source : Company management and Q2 earnings release 1) 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 (annuali
Slide 24: Non-GAAP Financial Measures: ROAE
Non - GAAP Financial Measures: ROAE 23 Source : Company management and Q2 earnings release 1) Tax effected at 21% 2) 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 -
Slide 25: Non-GAAP Financial Measures: ROATE
Non - GAAP Financial Measures: ROATE 24 Source : Company management and Q2 earnings release 1) Tax effected at 21% 2) 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
Slide 26: WesBanco
W WesBanco By all accounts, better.