Partners Bancorp

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Ademi LLP is investigating Partners (Nasdaq: PTRS), for possible breaches of fiduciary duty and other violations of law in its transaction with OceanFirst.

Ademi LLP alleges Partners’ financial outlook and prospects are excellent and yet Partners shareholders will have the option to receive either $10.00 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. The merger agreement unreasonably limits competing bids for Partners by prohibiting solicitation of further bids, and imposing a significant penalty if Partners accepts a superior bid. Partners insiders will receive substantial benefits as part of change of control arrangements.