OceanFirst Financial Corp. of Red Bank and Partners Bancorp of Salisbury, Md. jointly announced Thursday that they entered into a definitive agreement and plan of merger pursuant to which Partners will merge into OceanFirst.
Partners subsidiaries The Bank of Delmarva and Virginia Partners Bank will both merge into OceanFirst Bank, according to the Nov. 4 announcement. The transaction is valued at approximately $10.38 per Partners common share, or approximately $186 million in the aggregate, based on OceanFirst’s closing stock price on Nov. 3 of $23.21.
The combined company is expected to have approximately $13.5 billion in assets, $9.3 billion in loans and $11.2 billion in deposits.
The acquisition would expand OceanFirst’s footprint into Delaware, Maryland, Virginia and the Washington, D.C.-metro area.
The merger agreement, which has been approved by the boards of directors of both companies, dictates that in exchange for each share of Partners common stock, Partners stockholders may elect to receive $10.00 in cash or 0.4512 shares of OceanFirst common stock. Only up to 40% of Partners common stock will be exchanged for cash and the remaining shares exchanged for OceanFirst common stock, subject to proration.
“The banks that comprise Partners Bancorp are each strong organizations operating community commercial banking models and have demonstrated strong growth in their markets. Joining the OceanFirst family will allow these highly professional commercial bankers to continue to build new relationships while leveraging the technology and operating efficiency offered by our Company,” said OceanFirst CEO and Chairman Christopher Maher in a prepared statement on the merger. “The addition of the customers and employees of The Bank of Delmarva and Virginia Partners Bank, along with their respective operating divisions of Liberty Bell Bank and Maryland Partners Bank, joining our OceanFirst team provides an exciting opportunity to expand our digitally-focused commercial banking franchise further into Delaware, Maryland, Virginia, and the Washington, D.C. metro area.”
Partners President and Chief Operating Office John Breda said that those at Partners are “thrilled” by the merger.
“As part of a larger and more diverse institution, our employees will have additional opportunities to grow and develop, our customers will have greater access to expanded banking services, and our shareholders should benefit from our increased profitability, liquidity, and increased market capitalization,” he said.
The merger is expected to close in the first half of 2022, subject to Partners receiving the requisite approval of its stockholders, receipt of all required regulatory approvals, and fulfillment of other customary closing conditions.
Raymond James & Associates Inc. served as financial advisor to OceanFirst and Skadden, Arps, Slate, Meagher & Flom LLP served as OceanFirst’s legal counsel. Piper Sandler Cos. served as financial advisor to Partners and Troutman Pepper Hamilton Sanders LLP served as Partners’ legal counsel.
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