Old Line Bancshares — Merger or Acquisition (February 2017)
16 slides from Old Line Bancshares's merger presentation, Feb 1, 2017
Slide 1: Old Line Bancshares Announces the Acquisition of DCB Bancshares
OLD LID BANCSHARE Old Line Bancshares, Inc. Announces the Acquisition of DCB Bancshares, Inc. of Damascus, MD February 1, 2017
Slide 2: Forward-Looking Statement
king Statement This presentation includes forward-looking statements, including statements about future results. These statements are subject to uncertainties and risks, including but not limited to our ability to integrate acquisitions; the strength of the U.S. economy and the local economies where
Slide 3: Old Line Bancshares and DCB Bancshares overview
DAMASCUS Old Line Bancshares, Inc. (" Old Line” ) along with i’ s subsidiary, Old Line Bank, are based in Bowie, MD. Old Line Bank is a state chartered commercial bank. 21 banking offices serving Anne Arundel, Baltimore, Calvert, Carroll, Charles, Montgomery, Prince George’s, and St. Mary's Counties
Slide 4: Merger Terms
Transaction: Form of Consideration: Purchase Price: Aggregate Consideration: Collar and Exchange Ratio: Deal metrics at announcement: DCB Options and Warrants: Board Seats: Ownership: Termination Fee: Approvals: Expected Close: lerger Terms Old Line acquires 100% of DCB's outstanding common stock in
Slide 5: Strategic and Financial Rationale
Strategic Rationale: Old Line and DCB have combined assets exceeding $2 billion The acquisition allows for market expansions in Montgomery and Carroll Counties and entry into Frederick County The transaction also helps connect Old Line's existing branches in th e Baltimore suburbs to the rest of the
Slide 6: Damascus Community expands Old Line's Maryland franchise
Thurmont Middleburg Johnsville Walkenwite Gaithersburg. jeesburg, e 38) Sterling Reston Chahtilly Oakton: “Fairfax oO Burks Manasias West Sprigifield Woodblidge io Dale Cif Durltses Aelia Harwood, @ Old Line @ Damascus Community Westmigarer Franklienitle Re Freedom Colur Germamowng Oiney Fairland, W
Slide 7: Post merger comparison to other Maryland-based banks
4 Belo December 12016 Post merger, in comparison to other Maryland-based banks Ranked Assets Banking and thrifts including mergers in process: by Assets Institution ($ in mill.) Offices Eagle Bancorp = Old Line would rank 3°¢ in assets Sandy Spring Bancory . aa . ‘Old Line with DCB? Old Line would r
Slide 8: Acquisition History
Announced Date 27 8/5/15 9/10/12 9/1/10 Acquisition History Acquired Institution Seller Tang. Equity ($ mill.) Announced Deal Value/ Tang. Book Seller Tang. Equity/ Assets Location Branches DCB Bancshares Damascus, MD $311 $25.4 160% 8.17% 6 Regal Bancorp Owings Mills, MD 134 49 135 3.68 3 WSB Holdi
Slide 9: Assets Over $2 Billion
ts Over $2 Billi Old Line Asset Growth ($ in mill.) Completed Completed Completed Pro Forma Acquisition Acquisition Acquisition with DCB of Maryland of WSB of Regal [8311 mill] Bankcorp Holdings Bancorp [$348 mill.] [8374 mill] [$134 mill] 12/31/10 12/31/11 12/31/12 12/31/13 12/31/14 12/31/15 12/31/
Slide 10: Loan Composition
‘Loan Composition Old Line Bank Damascus Community Pro Forma $1.3 billion $0.2 billion ~$1.5 billion As of 9/30/2016 02/1/2017 OLD LINE BANCSHARES, INC | 10
Slide 11: Deposit Composition
a Deposit Compositio Old Line Bank? Damascus Community Pro Forma $1.3 billion $0.3 billion ~$1.6 billion Retail CDs 25% Noninterest Bearing Deposits: 25% Noninterest Bearing Deposits: 28% Noninterest Bearing Deposits: 26% As of 9/30/2016 Jumbo deposits are CDs over $250,000 20d Line's deposit reclas
Slide 12: Appendix
BBE. appendix
Slide 13: Due Diligence and Assumptions
and Assump' Due Diligence: «= Comprehensiveness: A team of 18 people involving the entire management team and all functional departments (IT, loans, compliance, BSA, etc.) conducted informal and formal due diligence over several weeks. « Loan team: Loan due diligence team consisted of 7 people dedic
Slide 14: Exchange Ratio and Collar Explanation
change Ratio Explanation of the Collar: A collar was included to ensure the consideration paid to DCB shareholders is equivalent to 160% of DCB's tangible book value per share as of 12/31/16 provided the ten day weighted average closing price of Old Line common stock two trading days prior to the cl
Slide 15: Illustration of Collar
of Collar Change DCB Per Share Old Line’s from Tang. Book Consideration/ Type of Average Starting Consideration Per Share DCB Tang. Aggregate Exchange Closing Price Offered per Exchange as of Book as of Consideration Ratio Price’ of $27.21 DCB Share Ratio 12/31/2016 12/31/16 ($ in thous.) Fixed $29.
Slide 16: Contact: Old Line Bancshares management
James W. Cornelsen President & CEO Mark A. Semanie Executive Vice President & COO Elise M. Hubbard Senior Vice President & CFO Old Line Bancshares, Inc. 1525 Pointer Ridge Place Bowie, MD 20716 (301) 430-2500 www.oldlinebank.com
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