OceanFirst Financial Corp. (NasdaqGS:OCFC) entered into a definitive agreement to acquire Partners Bancorp (NasdaqCM:PTRS) for approximately $190 million on November 4, 2021. Under the terms of the merger agreement, in exchange for each share of Partners common stock, Partners stockholders may elect to receive $10 in cash or 0.4512 shares of OceanFirst common stock. The merger agreement provides that 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. Upon completion of the merger, The Bank of Delmarva and Virginia Partners Bank will each successively merge into OceanFirst Bank, with OceanFirst Bank surviving each bank merger. If the Merger Agreement is terminated under certain circumstances, Partners may be obligated to pay OceanFirst a termination fee of approximately $7.4 million. Either party may (but is not obligated to) terminate the agreement without penalty, on one-year anniversary of the merger agreement.

The transaction is subject to Partners receiving the requisite approval of its stockholders, receipt of all required regulatory approvals, the effectiveness of the registration statement to be filed by OceanFirst, authorization for listing on the Nasdaq of the shares of OceanFirst Common Stock to be issued in the transaction, OceanFirst obtaining opinion of legal advisor that the Integrated Mergers shall together be treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, and fulfillment of other customary closing conditions. The transaction has been approved by the Boards of Directors of both companies. The board of directors of Partners unanimously recommends that Partners stockholders vote “FOR” the approval of the merger agreement. Partners shareholder will hold a meeting on March 9, 2022 to approve the transaction. In connection with the proposed merger transactions, OceanFirst and Partners have filed a registration statement on Form S-4 that includes a proxy statement of Partners and a prospectus of OceanFirst, which the Securities and Exchange Commission (“SEC”) declared effective on January 18, 2022. As of March 9, 2022, Partners Bancorp's shareholder approved the acquisition. As of March 8, 2022, OceanFirst received notice that certain of its regulatory applications in connection with the merger will not be processed on an expedited basis. Neither OceanFirst nor Partners can give any assurance as to the timing of receipt of the regulatory approvals or whether any conditions may be imposed in connection therewith. The merger is expected to close in the first half of 2022. The transaction is expected to result in approximately 10% earnings per share accretion in 2023.

Raymond James & Associates, Inc. served as financial advisor to OceanFirst and Sven Mickisch of Skadden, Arps, Slate, Meagher & Flom LLP served as OceanFirst's legal counsel. Piper Sandler served as financial advisor to Partners with a service fee of $2.25 million or 1.35% of the purchase price and Jacob A. Lutz, III, Seth A. Winter, Gregory F. Parisi, Zayne Tweed, Adrianna ScheerCook, Jason Langford, Lynda Crouse, Constance Brewster, Christopher Stock, Marcelo Roman, Mark Goldsmith, Joel Post and David Constine of Troutman Pepper Hamilton Sanders LLP served as Partners' legal counsel. Piper Sandler & Co. acted as fairness opinion provider for Partners Bancorp with a service fee of $0.25 million. Computershare acted as the transfer agent for the shares of Partners Bancorp. Regan & Associates acted as the proxy solicitor for Partners Bancorp and will receive a fee of $0.02 million for its services.

OceanFirst Financial Corp. (NasdaqGS:OCFC) cancelled the acquisition of Partners Bancorp (NasdaqCM:PTRS) on November 9, 2022. The parties mutually agreed to terminate the transaction. Each party will bear its own costs and expenses in connection with the terminated transaction, and neither party will pay a termination fee in connection with the termination. The termination was approved by both OceanFirst's and Partners' boards of directors.