UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2021
Partners Bancorp
(Exact name of registrant as specified in its charter)
| Maryland | 033-21202 | 52-1559535 |
| (State or other jurisdiction | (Commission file number) | (IRS Employer |
| of incorporation) | | Identification No.) |
2245 Northwood Drive, Salisbury, Maryland 21801
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (410) 548-1100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which
registered |
| Common Stock, par value $0.01 per share | PTRS | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 | Regulation FD Disclosure. |
On November 4, 2021, OceanFirst Financial Corp. (“OCFC”) released a presentation to investors about the Transaction (as defined below). The presentation is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The preceding information, as well as Exhibit 99.1 referenced therein, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
On November 4, 2021, Partners Bancorp (“PTRS”) and OCFC issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of November 4, 2021, pursuant to which OCFC will acquire PTRS, subject to the terms and conditions set forth therein (the “Transaction”). A copy of the joint press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.
Important Information and Where to Find It:
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy securities of PTRS or OCFC or a solicitation of any vote or approval. In connection with the proposed Transaction, OCFC intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which will include a proxy statement/prospectus to be mailed to shareholders of PTRS. SECURITY HOLDERS OF PTRS AND OCFC ARE ADVISED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING PTRS, OCFC AND THE PROPOSED TRANSACTION. Security holders may obtain free copies of these documents, once they are filed, and other documents filed with the SEC on the SEC’s website at http://www.sec.gov. You may also obtain these documents, free of charge, from OCFC by accessing OCFC’s website at https://oceanfirst.com/ under the tab “Investor Relations” and then under the heading “SEC Filings” or from PTRS by accessing PTRS’s website at https://www.partnersbancorp.com/ under the tab “Investor Relations” and then under the heading “SEC Filings.”
PTRS, OCFC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of PTRS and OCFC in connection with the proposed Transaction. Information about the directors and executive officers of PTRS and their ownership of the PTRS’s common stock is set forth in PTRS’s proxy statement for its 2021 Annual Meeting of Shareholders, as filed with the SEC on Schedule 14A on April 7, 2021. Information about the directors and executive officers of OCFC and their ownership of OCFC’s common stock is set forth in OCFC’s proxy statement for its 2021 Annual Meeting of Stockholders, as filed with the SEC on Schedule 14A on April 20, 2021. Additional information regarding the interests of those persons and other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement/prospectus regarding the proposed Transaction when it becomes available. You may obtain free copies of each document as described in the preceding paragraph.
For more information, please contact:
| · | OceanFirst Financial Corp., 110 West Front Street Red Bank, New Jersey 07701, Attn: Jill Hewitt |
| · | Partners Bancorp, 2245 Northwood Drive, Salisbury, Maryland 21801, Attn: Betsy J. Eicher |
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and future performance of OCFC and PTRS, including, but not limited to statements about the benefits of the merger between OCFC and PTRS, including future financial and operating results, cost savings, enhancements to revenue and accretion to reported earnings that may be realized from the merger. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “targets,” “designed,” “could,” “may,” “should,” “will” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on OCFC’s and PTRS’s current expectations and assumptions regarding OCFC’s and PTRS’s businesses, the economy, and other future conditions.
Because forward-looking statements relate to future results and occurrences, they are subject to inherent risks, uncertainties, changes in circumstances and other factors that are difficult to predict. Many possible events or factors could affect OCFC’s and/or PTRS’s future financial results and performance and could cause the actual results, performance or achievements of OCFC and/or PTRS to differ materially from any anticipated results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, (1) the risk that the cost savings, any revenue synergies and other anticipated benefits of the proposed merger may not be realized or may take longer than anticipated to be realized, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the condition of the economy and competitive factors in areas where OCFC and PTRS do business, (2) deposit attrition, operating costs, customer losses and other disruptions to the parties’ businesses as a result of the announcement and pendency of the proposed merger, and diversion of management’s attention from ongoing business operations and opportunities, (3) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between OCFC and PTRS, (4) the risk that the integration of OCFC’s and PTRS’s operations will be materially delayed or will be more costly or difficult than expected or that OCFC and PTRS are otherwise unable to successfully integrate their businesses, (5) the failure to obtain the necessary approvals of the shareholders of PTRS, (6) the outcome of any legal proceedings that may be instituted against OCFC and/or PTRS, (7) the failure to obtain required governmental approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction), (8) reputational risk and potential adverse reactions of OCFC’s and/or PTRS’s customers, suppliers, employees or other business partners, including those resulting from the announcement or completion of the proposed merger, (9) the failure of any of the closing conditions in the definitive merger agreement to be satisfied on a timely basis or at all, (10) delays in closing the proposed merger, (11) the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by OCFC’s issuance of additional shares of its capital stock in connection with the proposed merger, (13) general competitive, economic, political and market conditions, (14) other factors that may affect future results of OCFC and/or PTRS including changes in asset quality and credit risk, the inability to sustain revenue and earnings growth, changes in interest rates and capital markets, inflation, customer borrowing, repayment, investment and deposit practices, the impact, extent and timing of technological changes, capital management activities, and other actions of bank regulatory agencies and legislative and regulatory actions and reforms, and (15) the impact of the continuing COVID-19 pandemic on OCFC’s and/or PTRS’s businesses, the ability to complete the proposed merger and/or any of the other foregoing risks.
Except to the extent required by applicable law or regulation, each of OCFC and PTRS disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Further information regarding OCFC, PTRS and factors which could affect the forward-looking statements contained herein can be found in OCFC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2021 and June 30, 2021, and its other filings with the SEC, and in PTRS’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2021 and June 30, 2021, and its other filings with the SEC.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | PARTNERS BANCORP |
| | (Registrant) |
| | |
| | By: | /s/ Lloyd B. Harrison, III |
| | Name: Lloyd B. Harrison, III |
| | Title: Chief Executive Officer |
Dated: November 4, 2021
