Concludes that Proposed Merger with Hope "Does
Not Appear to Maximize Value for Shareholders"
Competing Offer "Appears Sufficiently Credible
to Mitigate the Downside Risk of Rejecting the Proposed
Merger"
Recommends Territorial Shareholders Vote
Against All Proposals at the Upcoming Special Meeting
HONOLULU, Oct. 1, 2024
/PRNewswire/ -- Blue Hill Advisors LLC ("Blue Hill") and former
Hawaii banking executive
Allan Landon today announced that Institutional Shareholder
Services Inc. ("ISS"), a leading independent proxy advisory firm,
has recommended that shareholders of Territorial Bancorp Inc.
("Territorial" or the "Company") (NASDAQ: TBNK) vote AGAINST
the proposed merger between Territorial and Hope Bancorp, Inc.
("Hope") (NASDAQ: HOPE) at the Company's Special Meeting of
Stockholders on October 10, 2024.
In its report, ISS concludes that Hope's takeover of Territorial
is not in the best interest of the Company's
shareholders:1
- "Given the lack of a robust sales process, the fact that the
merger agreement restrictions accepted by the board limit its
ability to engage with a competing bidder, and the improved outlook
for financial institutions, the proposed merger with HOPE
does not appear to maximize value for shareholders."
- "Despite some uncertainty, the competing offer from Blue
Hill appears sufficiently credible to mitigate the downside risk of
rejecting the proposed merger – as reflected by the fact
that shares are currently trading above the implied merger
consideration."
- "Nonetheless, the deal was announced near TBNK's all-time low
trading price, and a few months before the recent decision by the
Federal Reserve to cut interest rates, both of which raise the
concern that the board did not negotiate the transaction from
a position of strength."
- "The board ran a limited sales process, primarily
engaging with a bidder brought to it by its financial advisor, and
only contacting two other banks that had previously expressed
interest in a combination."
- "TBNK shares have rallied since the consortium's
sweetened competing bid on Sept. 26,
trading above the implied value of the merger
consideration."
- "…the proposed 70 percent tender would allow shareholders
to crystallize a cash premium for most of their shares and maintain
a 30 percent interest in the company, thus providing certainty of
value along with potential upside exposure."
Jason Blumberg, Managing Member
of Blue Hill, commented:
"We are pleased that ISS has recommended that shareholders vote
AGAINST the Hope merger at the upcoming Special Meeting. We are
prepared to move quickly to execute our transaction, which we
believe will benefit all of Territorial's stakeholders."
Jerry O'Brien, Chief Executive
Officer and Chief Investment Officer of O'Brien-Staley Partners,
one of the investors behind the proposal, added:
"We remain keenly interested in Territorial Bancorp at the
higher price and appreciate Allan
Landon's leadership in advancing this superior
proposal."
Mr. Landon concluded:
"We remain committed to our superior proposal, which is better
for shareholders, employees, customers and the Hawaiian
market."
More information on the proposal from Blue
Hill and Mr. Landon can be found at
www.NewTerritorial.com and in a
presentation titled, "A Better Deal for
Territorial".
Territorial shareholders are encouraged to contact Blue Hill
for more information or to contact Territorial's Board to
express their support for this proposal. Shareholders who have
already voted FOR the Hope merger but who wish to change their vote
can still do so before the October 10
special meeting of Territorial stockholders by following the
instructions for changing votes as described in the prospectus that
Hope filed with the U.S. Securities and Exchange Commission on
August 22, 2024.
Contacts
For Media:
Breitenbush Partners
Andrew Wilson, 773-425-4991
awilson@breitenbushpartners.com
For Investors:
Blue Hill Advisors
Jason Blumberg, 917-733-0381
jason@bluehilladv.com
About Blue Hill Advisors
Blue Hill Advisors is an advisor to and investor in regional and
community banks. The firm looks for opportunities that it believes
have been substantially mispriced by the market and seeks to build
long-term value through active management.
About OSP
O'Brien-Staley Partners (OSP) operates across four discrete
financial business strategies: alternative asset management;
market-rate impact investing; nationwide loan servicing; and
deposit management. Founded by Jerry
O'Brien and Warren Staley in
2010, OSP is imbued with the core credit and fundamental investing
discipline, risk management and governance DNA that has long been
recognized as hallmarks of their personal and professional brands.
https://osp-group.com
FORWARD-LOOKING STATEMENTS
Certain statements and information contained in this
communication may be forward looking in nature and may constitute
forward-looking statements. Forward-looking statements include all
statements that are not historical facts and can typically be
identified by words such as "may", "will ", "expect", "could",
"should", "intend", "commit", "estimate", "anticipate", "believe",
"remain", "on track", "design", "target", "objective", "goal",
"forecast", "projection", "outlook", "prospects", "plan", "intend",
or similar terminology, including by way of example and without
limitation plans, intentions and expectations regarding the
proposal to acquire Territorial and the anticipated results,
benefits, synergies, costs, timing and other expectations of the
benefits of a potential transaction.
Forward-looking statements are related to future, not past,
events and are not guarantees of future performance. These
statements are based on current expectations and projections about
future events and, by their nature, address matters that are, to
different degrees, uncertain and are subject to inherent risks and
uncertainties. They relate to events and depend on circumstances
that may or may not occur or exist in the future, and, as such,
undue reliance should not be placed on them. Actual results may
differ materially from those expressed in such statements as a
result of a variety of factors, including, among other things, the
ability of Territorial, on the one hand, and Blue Hill Advisors and
certain other investors (collectively, the "Investors"), on the
other hand, to agree on terms for the proposed transaction and, in
the event a definitive transaction agreement is executed, the
ability of the parties to obtain any necessary shareholder and
regulatory approvals and financing, to satisfy any other conditions
to the closing of the transaction and to consummate the proposed
transaction on a timely basis, as well as changes in general
economic, financial and market conditions and other changes in
business conditions, changes in regulations, and many other
factors, most of which are outside of the control of the Investors.
The Investors expressly disclaim and do not assume any liability in
connection with any inaccuracies in any of these forward-looking
statements or in connection with any use by any party of such
forward-looking statements. Any forward-looking statements
contained in this communication speaks only as of the date of this
communication.
The Investors undertake no obligation to update or revise its
outlook or forward-looking statements, whether as a result of new
developments or otherwise. Names, organizations and company names
referred to may be the trademarks of their respective owners. This
communication does not represent investment advice, a solicitation,
a recommendation, an invitation, an offer for the purchase or sale
of financial products and/or of any kind of financial services as
contemplated by the laws in any country or state.
NO OFFER OR SOLICITATION
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
relates to a proposal that Investors have made for a transaction
with Territorial. In furtherance of this proposal and subject to
future developments, Investors or certain affiliated entities (and,
if a negotiated transaction is agreed to, Territorial) may file one
or more registration statements, proxy statements, tender offer
statements or other documents with the SEC. This communication is
not a substitute for any proxy statement, registration statement,
tender offer statement, prospectus or other document Investors or
any of their affiliates and/or Territorial may file with the SEC in
connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS OF TERRITORIAL ARE URGED TO READ THE PROXY STATEMENT(S),
REGISTRATION STATEMENT, TENDER OFFER STATEMENT, PROSPECTUS AND/OR
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy
statement(s) or prospectus(es) (if and when available) will be
mailed to stockholders of Territorial, as applicable. Investors and
security holders of Territorial will be able to obtain free copies
of these documents (if and when available) and other documents
filed with the SEC through the web site maintained by the SEC at
www.sec.gov.
PARTICIPANTS IN THE SOLICITATION
This communication is neither a solicitation of a proxy nor a
substitute for any proxy statement or other filings that may be
made with the SEC.
1 Permission to quote ISS was neither sought nor
obtained. Emphases added.
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SOURCE Blue Hill Advisors
