425 1 d459254d425.htm 425 425

Filed by LINKBANCORP, INC.

(Commission File No. 001-41505)

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Partners Bancorp (Commission File No. 001-39285)

In connection with the pending transaction between LINKBANCORP, INC. (“LINK”) and Partners Bancorp (“Partners”), LINK provided the following handout to clients of LINKBANK, The Bank of Delmarva and Virginia Partners Bank.


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+ CLIENT PACKET TOGETHER, A SUPERIOR BANKING FRANCHISE


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+ Today marks another exciting chapter of growth! We are excited to announce a TOGETHER, A SUPERIOR transformational merger of equals to combine LINKBANCORP, Inc., parent company of LINKBANK, with Partners Bancorp, parent company of two affiliate banks—The Bank of BANKING FRANCHISE Delmarva and Virginia Partners Bank, as well as Maryland Partners Bank, A Division of Virginia Partners Bank. The combined company will result in assets approaching $3 Billion, POSITIONED IN THE ATTRACTIVE HARRISBURG, a network of 31 banking facilities, and an employee base of over 250. The combined PHILADELPHIA, SALISBURY, MD, NORTHERN VIRGINIA, organization and experienced leadership team will enhance banking services for retail clients FREDERICKSBURG, VA, AND BALTIMORE CORRIDOR and businesses in the attractive Mid-Atlantic. ~$3B 31 250+ IN ASSETS BANKING EMPLOYEES FACILITIES THE KEY LEADERSHIP TEAM OF LINKBANK, LED BY ANDREW SAMUEL, CEO AT CLOSING, WILL INCLUDE: Salisbury • Carl Lundblad, President, LINKBANCORP, Inc. • John Breda, Delmarva Market CEO • Tiffanie Horton, Chief Credit Officer • Adam Nalls, Northern Virginia Market CEO • Kris Paul, CFO, LINKBANCORP, Inc. • Brent Smith, President, LINKBANK • Dee Bonora, Chief Technology Officer • David Talebian, Northern Virginia Market President THE BOARD STRUCTURE AT CLOSING WILL BE COMPRISED OF 22 DIRECTORS: • Wallace King, Sr., Greater Fredericksburg AND 10 FROM PARTNERS BANCORP. Market President 12 FROM LINKBANCORP, INC. Joseph C. Michetti Jr. will be Chairman, Jeffrey F. Turner will be Vice Chairman, and Exhibiting core company values and cultures that complement each other, this combination is Andrew S. Samuel will be CEO. a win-win for employees, clients, shareholders, and the community! As part of the transformational merger, LINKBANCORP, Inc., will remain the holding company Pending fulfillment of customary closing conditions, receipt of approval by the shareholders delivering enhanced services in PA, MD, VA, NJ, and DE, under one brand, LINKBANK. of each company, and receipt of regulatory approvals, the transaction is expected to close by end of Q3 2023. IR.LINKBANCORP.COM | LINKBANK.COM


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+ WILL THERE BE ANY BRANCH CONSOLIDATIONS? WILL THERE BE ANY IMPACT TO PRODUCTS AND SERVICES? We will be evaluating the branch structure and may be consolidating or selling some branches. Any The combined bank will be positioned to offer a wider product suite and broader client services branch consolidations or sales will be accomplished with careful evaluation and significant consideration capabilities to benefit existing relationships. to ensure a limited impact on the local community. WHAT IS THE COMBINED FOOTPRINT? WHAT WILL BE THE COMBINED VISION AND MISSION? The mission will be to positively impact lives. With a continued dedication to serving and contributing The combined markets are positioned in the attractive Mid-Atlantic region, creating a premiere franchise. to our local communities, LINKBANK established The LINK Foundation (LINKFOUND.ORG) to give back to local organizations focusing on the communities we serve, so we can help meet the greatest needs of WHEN WILL THE TRANSFORMATIONAL MERGER OF EQUALS CLOSE? our growing footprint. The anticipated deal closing will be Q3, 2023, pending fulfillment of closing conditions and receipt of WILL RELATIONSHIP BANKING STILL BE A FOCUS? regulatory approvals. Absolutely. We will continue to go above and beyond to serve our loyal clients. OUR VALUES IF I HAVE ADDITIONAL QUESTIONS, CAN I SPEAK WITH SOMEONE? We understand that person-to-person conversation are often preferable. Clients of The Bank of Delmarva can contact John W. Breda, Delmarva Market, CEO 410.548.1100. Clients of Virginia Partners Bank can contact David A. Talebian, Northern Virginia Market, President, and Adam G. Nalls, Northern Virginia Market, CEO 571.342.3214, or Wallace N. King, Sr., Greater Fredericksburg Market, President 540.899.0005. Clients of LINKBANK, can contact Brent Smith, President 717.778.7243. WITH THE TRANSFORMATIONAL MERGER OF EQUALS, WHAT COMBINED BRAND WILL WE OPERATE UNDER? The combined holding company will be LINKBANCORP, Inc. The Bank of Delmarva & Virginia Partners Bank will merge with and into LINKBANK, operating under the unified LINKBANK brand. WHAT WILL HAPPEN TO MY PARTNERS BANCORP STOCK? At closing, existing Partners Bancorp stock will be converted to shares of LINKBANCORP, Inc. based on an established exchange ratio. IR.LINKBANCORP.COM | LINKBANK.COM


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+ FORWARD-LOOKING STATEMENTS This communication includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the beliefs, goals, intentions, and expectations of LINK and Partners regarding the proposed transaction, revenues, earnings, costs, earnings per share, loan production, asset quality, and capital levels, among other matters; 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,” “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. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in 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 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 possibility that the proposed transaction will not close; the risk that the proposed transaction could have adverse effects on the market price of the common stock of either or both parties; the possibility that the anticipated benefits of the proposed transaction will not be realized; certain restrictions during the pendency of the proposed transaction impacting the parties’ ability to pursue certain business opportunities; the transaction may be more expensive to complete than anticipated; the parties may be unable to achieve expected synergies in the merger within the expected timeframes; integration may be more difficult 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 the proposed transaction; effects 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; economic conditions; 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, 2021, in the “Risk Factors” and other reports LINK and Partners file with the U.S. Securities and Exchange Commission (the “SEC”). ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the proposed transaction, LINK will file a registration statement on Form S-4 with the SEC. The registration statement will include a joint proxy statement of LINK and Partners, which also constitutes a prospectus of LINK, that will be sent to shareholders of LINK and shareholders of Partners seeking certain approvals related to the proposed transaction. The information contained herein does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. INVESTORS AND SECURITYHOLDERS OF LINK AND PARTNERS AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ,WHEN AVAILABLE, THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILEDOR TO BE FILED WITH THE SEC IN CONNECTIONWITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT LINK, PARTNERS AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain a free copy of the registration statement, including the joint proxy statement/prospectus, as well as other relevant documents filed with the SEC containing information about LINK and Partners, without charge, at the SEC’s website (http://www.sec.gov). Copies of documents filed with the SEC by LINK will be made available free of charge in the “Investor Relations” section of LINK’s website, https://ir.linkbancorp.com/, under the heading “SEC Filings.” Copies of documents filed with the SEC by Partners will be made available free of charge in the “Investor Relations” section of Partners’ website, https://www.partnersbancorp.com/investor-relations, under the heading “SEC Filings.” LINK, Partners, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Information regarding LINK’s directors and executive officers is available in its Amendment No. 1 to the Annual Report on Form 10-K, which was filed with the SEC on April 22, 2022, and certain other documents filed by LINK with the SEC. Information regarding Partners’ directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on November 2, 2022, and certain other documents filed by Partners with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph. IR.LINKBANCORP.COM | LINKBANK.COM