false
0000832090
0000832090
2023-11-16
2023-11-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 16, 2023
Partners
Bancorp
(Exact name of registrant
as specified in its charter)
Maryland |
001-39285 |
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) |
| |
¨ | 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 |
Nasdaq
Capital Market |
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 8.01 Other Events.
On November 16, 2023, Partners Bancorp (the “Company”)
and LINKBANCORP, Inc. (“LINK”) issued a joint press release announcing receipt of regulatory approval from the Board of Governors
of the Federal Reserve System, the final regulatory approval required to complete the previously announced merger of equals transaction
under which the Company will merge with and into LINK in an all-stock transaction, with LINK as the surviving corporation in accordance
with the Agreement and Plan of Merger, dated as of February 22, 2023 by and between LINK and the Company (the “Merger”). In
connection with the Merger, The Bank of Delmarva and Virginia Partners Bank, the wholly-owned operating subsidiaries of the Company, will
each merge with and into LINKBANK, the wholly-owned operating subsidiary of LINK, with LINKBANK as the surviving sole bank subsidiary
of LINK. The Merger is expected to close on November 30, 2023, pending satisfaction of customary closing conditions. A copy of the joint
press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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 |
|
|
|
Date: November 16, 2023 |
By: |
/s/ John W. Breda |
|
|
John W. Breda |
|
|
President and Chief Executive Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
LINKBANCORP,
Inc. and Partners Bancorp Announce Receipt of Federal Reserve Board Approval and Closing Date for Merger of Equals
November 16, 2023 – CAMP HILL,
PA and SALISBURY, MD -- LINKBANCORP, Inc. ("LINK") (NASDAQ: LNKB), parent company of LINKBANK, and Partners Bancorp ("Partners")
(NASDAQ: PTRS), a financial services company with two wholly-owned operating subsidiaries, The Bank of Delmarva and Virginia Partners
Bank, announced receipt of regulatory approval from the Board of Governors of the Federal Reserve System, the final regulatory approval
required to complete the previously announced merger of equals transaction under which Partners will merge with and into LINK in an all-stock
transaction, with LINK as the surviving corporation in accordance with the Agreement and Plan of Merger, dated as of February 22, 2023
by and between LINK and Partners (the “Merger”). In connection with the Merger, The Bank of Delmarva and Virginia Partners
Bank will each merge with and into LINKBANK, with LINKBANK as the surviving sole bank subsidiary of LINK.
The Merger is expected to close on November
30, 2023, pending satisfaction of customary closing conditions.
About
LINKBANCORP, Inc.
LINKBANCORP,
Inc. was formed in 2018 with a mission to positively impact lives through community banking. Its subsidiary bank, LINKBANK, is a Pennsylvania
state-chartered bank serving individuals, families, nonprofits and business clients throughout Central and Southeastern Pennsylvania
through 10 client solutions centers and www.linkbank.com. LINKBANCORP, Inc. common stock is traded on the Nasdaq Capital
Market under the symbol "LNKB". For further company information, visit ir.linkbancorp.com.
About
Partners Bancorp
Partners Bancorp
is the holding company for The Bank of Delmarva and Virginia Partners Bank. The Bank of Delmarva commenced operations in 1896. The Bank
of Delmarva's main office is in Seaford, Delaware and it conducts full service commercial banking through eleven branch locations in
Maryland and Delaware, and three branches, operating under the name Liberty Bell Bank, in the South Jersey/Philadelphia metro market.
The Bank of Delmarva focuses on serving its local communities, knowing its customers and providing superior customer service. Virginia
Partners Bank, headquartered in Fredericksburg, Virginia, was founded in 2008 and has three branches in Fredericksburg, Virginia and
operates a full service branch and commercial banking office in Reston, Virginia. In Maryland, Virginia Partners Bank trades under the
name Maryland Partners Bank (a division of Virginia Partners Bank), and operates a full service branch and commercial banking office
in La Plata, Maryland and a Loan Production Office in Annapolis, Maryland. Virginia Partners Bank also owns a controlling stake in Johnson
Mortgage Company, LLC, which is a residential mortgage company headquartered in Newport News, Virginia, with a branch office in Fredericksburg,
Virginia. For more information, visit www.partnersbancorp.com, www.bankofdelmarvahb.com and www.vapartnersbank.com.
LINKBANCORP,
Inc. Contact
Nicole Ulmer
Corporate and
Investor Relations Officer
717-803-8895
nulmer@LINKBANK.com
Partners Bancorp
Contact
John W. Breda
President, CEO,
and Director
410-548-1100 (ext.
10233)
jbreda@bankofdelmarva.com
FORWARD-LOOKING STATEMENTS
This communication includes “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the beliefs, goals, intentions, and expectations
of LINK and Partners regarding the proposed transaction; the expected timing of completion of the proposed transaction; and other statements
that are not historical facts.
Forward-looking statements are typically
identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,”
“estimate,” “forecast,” “project,” “will,” “should,” and other similar words
and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. These forward-looking statements
include, without limitation, those relating to the terms, timing and closing of the proposed transaction. Additionally, forward-looking
statements speak only as of the date they are made; LINK and Partners do not assume any duty, and do not undertake, to update such forward-looking
statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise.
Furthermore, because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could
differ, possibly materially, from those indicated in or implied by such forward-looking statements as a result of a variety of factors,
many of which are beyond the control of LINK and Partners. Such statements are based upon the current beliefs and expectations of the
management of LINK and Partners and are subject to significant risks and uncertainties outside of the control of the parties. Caution
should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ
materially include the following: 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 LINK and Partners; the outcome of any legal proceedings that
may be instituted against LINK or Partners; the possibility that the proposed transaction will not close when expected or at all because
conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated;
the ability of LINK and Partners to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed
transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the
common stock of either or both parties to the proposed transaction; the possibility that the anticipated benefits of the proposed transaction
will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the
two companies or as a result of the strength of the economy and competitive factors in the areas where LINK and Partners do business;
certain restrictions during the pendency of the proposed transaction that may impact the parties’ ability to pursue certain business
opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including
as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities;
the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected
timeframes or at all and to successfully integrate Partners’ operations and those of LINK; such integration may be more difficult,
time-consuming or costly than expected; revenues following the proposed transaction may be lower than expected; LINK’s and Partners’
success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused
by LINK’s issuance of additional shares of its capital stock in connection with the proposed transaction; effects of the announcement,
pendency or completion of the proposed transaction on the ability of LINK and Partners to retain customers and retain and hire key personnel
and maintain relationships with their suppliers, and on their operating results and businesses generally; and risks related to the potential
impact of general economic, political and market factors on the companies or the proposed transaction and other factors that may affect
future results of LINK and Partners; and the other factors discussed in the “Risk Factors” section of each of LINK’s
and Partners’ Annual Report on Form 10-K for the year ended December 31, 2022, in the “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” sections of each of LINK’s and Partners’
Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and other reports LINK and Partners file with the U.S. Securities
and Exchange Commission.
v3.23.3
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Partners Bancorp (NASDAQ:PTRS)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Partners Bancorp (NASDAQ:PTRS)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024