Board of Directors Continues its Refusal to
Consider a Superior Offer from Blue Hill Advisors, Potentially
Breaching their Fiduciary Duty
WESTPORT, Conn., Oct. 24,
2024 /PRNewswire/ -- Yakira Capital Management, an
investment manager based in Westport,
CT, has been compelled to issue an additional public
response regarding Territorial Bancorp's (NASDAQ: TBNK) Board of
Directors' rejection to consider a superior acquisition offer from
the Blue Hill Advisors consortium, in favor of a merger with Hope
Bancorp "Hope" (NASDAQ: HOPE). With 111,247 shares (approximately
1.23%), Yakira is one of the largest shareholders of Territorial,
and has urged the Board of Directors to at least examine an
acquisition offer by Blue Hill.
Territorial shareholders should not have to fight for the Board
to declare a proposal with a 25% premium to be "reasonably likely
to be superior" to the Hope transaction. The Board has expressed
concerns about the Blue Hill offer. We urge the Board, acting as
fiduciaries to shareholders, to deem the Blue Hill offer as "likely
to lead to a superior offer" and immediately open negotiations with
the consortium given it is in the best interest of all
shareholders.
Below are key points addressing each of the arguments that the
Board of Directors has made, as to why they refuse to open
negotiations with Blue Hill.
- "Hope deal is ~25% premium to Territorial's closing stock
price just prior to merger announcement" – The Blue Hill offer
was a 25% premium to the Hope deal, how is that not a superior
proposal?
- "A Blue Hill transaction would be taxable; the Hope
Bancorp merger is not." – We find this argument
disingenuous. Under current management the 5-year average on the
TBNK stock is $17.75, leaving most
shareholders with losses, not gains. In addition, since the stock
price collapsed on 4/30/23, it has averaged $9.46 with a low of around $7. Even if someone perfectly timed their
trading, the excess premium from the Blue Hill deal would more than
compensate for any taxes paid.
- "1,000%+ increase to Territorial's standalone dividend,
increasing from $0.01 per share to
$0.11 per share" – This
new dividend is nearly 40% less than the dividend shareholders
received prior to management's slashing of the dividend in the
3rd quarter of 2023, just 8 months prior to the Hope
deal. The adjusted dividend is also less than a 4%
yield. Shareholders would be much better off taking the
additional 25% in consideration and sticking it in a risk-free
Treasury yielding over 4%.
- "If Blue Hill is unable to complete a 100% tender, the
remaining Territorial shareholders would be left with an illiquid,
stub minority investment in a controlled company and with limited
rights." – The Blue Hill Proposal clearly states they will
tender for 100% of the shares.
- "Territorial shareholders will not immediately receive any
payment for their shares while any transaction with Blue Hill is
sitting in regulatory limbo." – This is customary for any
transaction. In fact, prior to the Blue Hill proposal, TBNK
shares averaged a 4.75% discount to the implied price of the Hope
deal. A similar discount to the $12.50 price would still equate to a price over
$11.90.
- "No confidence that its proposed transaction is reasonably
likely to close." – Without engaging with Blue Hill, how does
the Board expect them to provide the necessary information to
alleviate the stated concerns? It is unreasonable to expect
them to provide the necessary information in a public forum.
- "In fact, the Blue Hill indication of interest
presents so much risk and uncertainty, that if it were pursued,
Territorial's stock – and the value of your investment – could be
worth substantially less than it does today." – As we
cited several times, we believe the tender offer of $12.50 could reasonably lead to a superior offer.
Why not just announce that and open negotiations with Blue Hill to
conduct proper due diligence? Worst case scenario is that Blue Hill
can't resolve the issues, and you proceed with the Hope deal. Per
the DMA, Hope just can't walk away if you open discussions with
Blue Hill.
Why does the CEO & Chairman of the Board, Allan Kitagawa, the man who oversaw a total loss
of share value of nearly 47%i over the 10-year
period prior to the announcement of the Hope transaction,
continually refuse to open negotiations that could see public
shareholders benefit from a far superior cash offer? Despite
Mr. Kitagawa's apparent fear campaign, per the Merger Agreement,
Territorial is well within its rights to open negotiations with
Blue Hill and Hope would be unable to terminate the agreement.
We believe management is breaching their fiduciary duty by not
declaring the Blue Hill offer as "potentially likely to lead to a
superior proposal". As a potentially superior offer, the Board has
an obligation to consider it. We reiterate our intention to vote
against the Hope deal.
About Yakira Capital Management
Yakira Capital
Management is an SEC registered investment advisor based in
Westport, CT with over
$470 million in assets under
management. Yakira is an event-driven alternative asset manager for
institutional and private clients globally, whose flagship fund was
founded in 1997.
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Media Contacts
Ryan
Walker
R.J. Walker & Co.
ryan@rjwalkerco.com
Duane Biasi
Director of Trading
Yakira Capital Management
(203) 349-8191
i Based off the TRA function on Bloomberg,
including reinvested dividends from 04/29/14-04/29/24
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SOURCE Yakira Capital Management