Annuncio • Dec 02
LINKBANCORP, Inc. (NasdaqCM:LNKB) completed the acquisition of Partners Bancorp (NasdaqCM:PTRS) in a merger of equals.
LINKBANCORP, Inc. (NasdaqCM:LNKB) executed the non-binding indication of interest to acquire Partners Bancorp (NasdaqCM:PTRS) in a merger of equals on January 11, 2023. LINKBANCORP, Inc. (NasdaqCM:LNKB) entered into a definitive agreement to acquire Partners Bancorp (NasdaqCM:PTRS) for approximately $160 million in a merger of equals on February 22, 2023. LNKB is the legal and accounting acquirer. Under the terms of the agreement, Partners shareholders will receive 1.15 shares of LINK stock for each Partners share they own. Upon completion of the transaction, Partners shareholders will own approximately 56% and LINK shareholders, inclusive of shares issued in a concurrent private placement of common stock, will own approximately 44% of the combined company. In connection with the transaction LINK has completed a private placement common stock offering resulting in $10 million in gross proceeds. The combined bank holding company will operate under the LINKBANCORP, Inc. name, and the combined bank subsidiary will operate as LINKBANK. Each of Partners’ subsidiary banks will merge with and into LINKBANK. The combined company will operate under LINK’s regional focused business model and Partners executives will lead the Delmarva/Maryland, Northern Virginia and Fredericksburg regions for the combined entity. Pursuant to the agreement, Partners Bancorp will merge with and into LINKBANCORP, with LINKBANCORP as the surviving corporation (the “Partners Merger”). Partners Bancorp shareholders will receive 1.15 shares of LINKBANCORP common stock for each Partners Bancorp share they own. Following the Partners Merger, Partners Bancorp’s two bank subsidiaries, The Bank of Delmarva and Virginia Partners Bank, will merge with and into LINKBANK, with LINKBANK remaining as the surviving bank (the “Bank Mergers”). The corporate headquarters of the combined bank holding company and combined bank entity will be located in Camp Hill, Pennsylvania, and will retain a major operating presence in both Salisbury, Maryland and Fredericksburg, Virginia. The combined company will trade under the LINKBANCORP, Inc. ticker symbol “LNKB” on The Nasdaq Stock Market.The combined company’s board of directors will have twenty-two directors, consisting of twelve directors from LINK and ten directors from Partners. Joseph C. Michetti, Jr., LINK’s current Chairman, will continue to serve as Chairman of the combined company board of directors. Jeffery F. Turner, Partner’s current Chairman, will serve as Vice Chairman of the combined company board of directors until September 2024, when Turner will be appointed Chairman of LINK. Combined company leadership team and management will include Andrew Samuel (LNKB) as Chief Executive Officer; Carl Lundblad (LNKB) as President; Kristofer Paul (LNKB) as Chief Financial Officer; Brent Smith (LNKB) as LINKBANK President; Tiffanie Horton (LNKB) as Chief Credit Officer; Dee Bonora (LNKB) as Chief Technology Officer; John Breda (PTRS) as Delmarva Market, Chief Executive Officer; Adam Nalls (PTRS) as Northern Virginia Market, Chief Executive Officer; David Talebian (PTRS) as Northern Virginia Market, President and Wallace King (PTRS) Greater Fredericksburg Market, President. The Merger Agreement provides certain termination rights for both LINK and Partners and further provides that a termination fee of $6.5 million will be payable by either LINK or Partners, as applicable, upon termination of the Merger Agreement under certain circumstances.The completion of the Merger is subject to customary conditions, including (i) approval of the Merger Agreement by the requisite vote of the Partners shareholders, (ii) approval of the Merger Agreement and Charter Amendment by the requisite vote of the LINK shareholders, (iii) authorization for listing on NASDAQ of the shares of LINK Common Stock to be issued in the Merger, subject to official notice of issuance, (iv) receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, the Pennsylvania Department of Banking and Securities, the Delaware Office of the State Bank Commissioner and the Virginia Bureau of Financial Institutions, (v) effectiveness of the registration statement on Form S-4 for the LINK Common Stock to be issued in the Merger and other closing conditions. Transaction is unanimously approved by the boards of directors of Partners and LINK. As of June 22, 2023, the transaction has been approved by the shareholders of both LINK and Partners. The registration statement of LINKBANCORP was declared effective on May 12, 2023. The merger is expected to close in the third quarter of 2023. As per filing on July 31-2023 The merger is expected to close in the third or fourth quarter of 2023. As of October 13, 2023 LINK anticipates closing the Merger in the fourth quarter of 2023. Transaction is financially compelling to Both Sets of Shareholders with 23%+ GAAP EPS accretion in 2024 to LINK, 50%+ GAAP EPS accretion in 2024 to Partners and 115% accretive to Partner’s current cash dividends per share. As of October 13, 2023, the transaction has received receipt of required regulatory approvals from the Federal Deposit Insurance Corporation, the Pennsylvania Department of Banking and Securities, the Virginia State Corporation Commission, the Delaware Office of the State Bank Commissioner and the Maryland Office of the Commissioner of Financial Regulation in order to complete the previously announced merger of equals transaction. As per filling on November 16, 2023, LINKBANCORP announced receipt of regulatory approval from the Board of Governors of the Federal Reserve System. The transaction is expected to close on November 30, 2023.Stephens Inc. is serving as exclusive financial advisor to LINK, and has rendered a fairness opinion to the board of directors of LINK. Benjamin M. Azoff, Max Seltzer and Gregory Sobczak of Luse Gorman, PC serving as legal advisors to LINK. Piper Sandler & Co. is serving as exclusive financial advisor to Partners Bancorp, and has rendered a fairness opinion to the board of directors of Partners. Zayne Ridenhour Tweed, Lynda M. Crouse, Constance Brewster, Mark A. Goldsmith, Joel M. Post, Gregory F. Parisi and Seth A. Winter of Troutman Pepper Hamilton Sanders, LLP serving as legal advisors to Partners Bancorp. Alliance Advisors, LLC acted as information agent to LINK and received a fee amount of $15,000 for service rendered. Regan & Associates acted as information agent to Partners and received a fee amount of $24,000 for service rendered. Piper Sandler will receive a fee for such services in an amount equal to approximately 1.35% of the aggregate purchase price, which advisory fee is contingent upon the closing of the merger. At the time of announcement of the merger, Piper Sandler’s fee was approximately $2.19 million. Piper Sandler also received a $250,000 fee from Partners upon rendering its opinion, which opinion fee will be credited in full towards the advisory fee, which will become payable to Piper Sandler upon closing of the merger. American Stock Transfer & Trust Company, LLC acted as transfer agent to LINK. LINK will pay an amount of $1.25 million to Stephens for its services as financial advisor, and an amount of $250,000 for rendering its fairness opinion to LINK.LINKBANCORP, Inc. (NasdaqCM:LNKB) completed the acquisition of Partners Bancorp (NasdaqCM:PTRS) in a merger of equals on November 30, 2023.