Mason-Dixon Bancshares Inc. yesterday announced that it has made a definitive agreement to pay $25.9 million in cash and stock for Bank Maryland Corp. of Towson.
Mason-Dixon, parent of Carroll County Bank and Trust Co., will pay $12.81 in cash or its own stock for each of the 2.02 million shares of Bank Maryland. But the agreement requires that at least 50 percent of the Bank Maryland shareholders take stock.
When Mason-Dixon and Bank Maryland announced an agreement in principle Oct. 21, the preliminary arrangement called for Mason-Dixon to pay $26.3 million in cash and stock, about $13 per share. The banks expected the deal to be closed by June 30.
The transaction must still be approved by government regulators and stockholders of both bank holding companies.
The definitive agreement also stipulates that if Mason-Dixon common stock is more than $19.93 a share at the time of closing, each share of Bank of Maryland stock will be exchanged for 0.64275 of a Mason-Dixon share. If the stock falls below $14.73 a share, the exchange rate will be 0.86965 Mason-Dixon share for every Bank Maryland share.
If the price of Mason-Dixon stock is more than $20.79 a share, the acquisition will be terminated.
Mason-Dixon stock yesterday closed at $15.625 a share, up 12.5 cents.
Bank Maryland, which has assets of about $192 million, has 11 branches.
Mason-Dixon, based in Westminster, has 12 branches. It has assets of about $505 million.