Wilshire Bancorp, Inc. (MM)【WIBC】株式ニュース

Wilshire Bancorp Announces Acquisition of Saehan Bancorp (7/15/13)

Two Valuable Korean-American Franchises Combine to Create Significant Stakeholder Value

Acquisition of Saehan Bancorp to Add Nearly $550 Million in Assets to Wilshire Bancorp

LOS ANGELES, July 15, 2013 (GLOBE NEWSWIRE) -- Wilshire Bancorp, Inc. (Nasdaq:WIBC), the parent company of Wilshire State Bank, and Saehan Bancorp (OTCQB:SAEB), the parent company of Saehan Bank, today jointly announced that Wilshire Bancorp has agreed to acquire Saehan Bancorp at the price of $0.42 per share which is valued at approximately $105.5 million, based on Wilshire's most recent closing price. The combined company will have approximately $3.5 billion in assets with 35 branches.

"Saehan Bank has been a respected competitor for years and we believe their operations will add significant value to the Wilshire State Bank franchise," said Jae Whan Yoo, President and Chief Executive Officer of Wilshire Bancorp and Wilshire State Bank. "Saehan Bank has a very loyal and attractive customer base that we believe will enjoy the expanded product and service offerings, greater lending limits, and increased convenience that Wilshire State Bank can offer. With significant overlap in our operations, we believe that we will have a high level of cost savings opportunities that will enhance the combined bank's earnings power. In addition, we think there are good opportunities to restructure Saehan Bank's balance sheet to enhance the amount of net interest income generated from their operations. As we indicated entering 2013, we were focused on deploying our excess capital in ways that will enhance shareholder value. With our pending acquisitions of BankAsiana in the New York/New Jersey market and Saehan Bancorp in Los Angeles, we believe we have prudently deployed excess capital to expand our franchise and increase our earnings power going forward."

"Wilshire Bancorp is a great fit for Saehan Bancorp, with a similar corporate culture and commitment to serving the Korean-American community in Los Angeles," said Dong Il Kim, President and Chief Executive Officer of Saehan Bancorp. "We appreciate the loyalty that our customers have shown to Saehan and we look forward to continuing to serve their financial needs as part of Wilshire Bancorp. We are pleased to find a partner that will reward our shareholders, while also having the ability to integrate our operations smoothly and ensure that our customers continue to receive a superior level of service."

The agreement was unanimously approved by the Board of Directors of each company. In addition, shareholders of Saehan Bancorp owning or controlling approximately 51% in the aggregate of the current outstanding shares of Saehan Bancorp have entered into voting and support agreements requiring them, subject to the terms and conditions thereof, to vote in favor of the merger. A two-thirds vote of the outstanding shares of Saehan common stock is necessary for shareholder approval of the merger.

Excluding transaction costs, the merger is expected to be immediately accretive to Wilshire Bancorp's earnings per share in the first year, with double digit accretion in subsequent years, and an internal rate of return in excess of 20%. Anticipated gross synergies are expected to be approximately $12.3 million, with 75% being realized in 2014 and 100% being realized thereafter. The transaction is expected to be completed by the end of this year, after the fulfillment of certain customary conditions to closing, including the approval of the shareholders of Saehan Bancorp and receipt of necessary regulatory approvals.

Under the terms of the merger agreement each Saehan Bancorp share will be converted to a right to receive, subject to allocation procedures and certain limitations, either (i) 0.06080 shares of Wilshire Bancorp common stock or (ii) $0.4247 in cash or (iii) a unit consisting of Wilshire Bancorp common stock and cash. Saehan Bancorp shareholders will receive a fixed amount of cash totaling approximately $50.4 million and a fixed amount of Wilshire Bancorp common stock totaling approximately 7.2 million shares. The actual value received by Saehan Bancorp shareholders on a per share basis for those receiving Wilshire common stock will fluctuate based on Wilshire Bancorp's stock price.

Wilshire was advised in this transaction by Macquarie Capital, as financial advisor, and Hunton & Williams LLP, as legal counsel. Saehan was advised by B. Riley & Co., as financial advisor, and King, Holmes, Paterno & Berliner, as legal counsel.

Additional Financial Information

• As of March 31, 2013, Saehan Bancorp had total assets of $542.3 million, total net loans of $365.4 million, and total deposits of $458.3 million.

• On a proforma basis, including the pending acquisitions of BankAsiana and Saehan Bancorp, as of March 31, 2013, Wilshire Bancorp would have approximately $3.5 billion in total assets, $2.7 billion in net loans, and $2.8 billion in total deposits

• An investor presentation for this transaction can be accessed on the websites for Wilshire Bancorp and Saehan Bancorp at www.wilshirebank.com and www.saehanbank.com, within the investor relations sections of each website.

ABOUT WILSHIRE BANCORP

Headquartered in Los Angeles, Wilshire State Bank operates 25 branch offices in California, Texas, New Jersey and New York, and eight loan production offices in Dallas and Houston, TX, Atlanta, GA, Aurora, CO, Annandale, VA, Fort Lee, NJ, Newark, CA, and Bellevue, WA, and is an SBA preferred lender nationwide. Wilshire State Bank is a community bank with a focus on commercial real estate lending and general commercial banking, with its primary market encompassing the multi-ethnic populations of the Los Angeles Metropolitan area. For more information, please go to www.wilshirebank.com.

ABOUT SAEHAN BANCORP

Saehan Bancorp is a bank holding company with headquarters in Los Angeles, California. Its wholly owned subsidiary, Saehan Bank, offers a comprehensive range of financial solutions to meet the needs of multi-ethnic communities in the United States. Saehan Bancorp is committed to satisfying customers and creating shareholder value. Its ten retail branch offices, International Department and SBA Department focus on fulfilling these commitments to customers and shareholders.

FORWARD-LOOKING STATEMENTS

Statements concerning future performance, events, or any other guidance on future periods constitute forward-looking statements that are subject to a number of risks and uncertainties that might cause actual results to differ materially from stated expectations. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction involving Wilshire and Saehan including future financial and operating results, Wilshire's or Saehan's plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include risks and uncertainties relating to: (i) the ability to obtain the requisite Saehan shareholder approvals; (ii) the risk that Wilshire or Saehan may be unable to obtain governmental and regulatory approvals required for the transaction, or required governmental and regulatory approvals may delay the transaction or result in the imposition of conditions that could cause the parties to abandon the transaction; (iii) the risk that a condition to closing of the transaction may not be satisfied; (iv) the timing to consummate the proposed transaction; (v) the risk that the businesses will not be integrated successfully; (vi) the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; (vii) disruption from the transaction making it more difficult to maintain relationships with customers, employees or vendors; (viii) the diversion of management time on transaction-related issues; (ix) general worldwide economic conditions and related uncertainties; (x) the effect of changes in governmental regulations; (xi) credit risk associated with an obligor's failure to meet the terms of any contract with the bank or to otherwise perform as agreed; (xii) interest risk involving the effect of a change in interest rates on both the bank's earnings and the market value of the portfolio equity; (xiii) liquidity risk affecting the bank's ability to meet its obligations when they come due; (xiv) price risk focusing on changes in market factors that may affect the value of traded instruments in "mark-to-market" portfolios; (xv) transaction risk arising from problems with service or product delivery; (xvi) compliance risk involving risk to earnings or capital resulting from violations of or nonconformance with laws, rules, regulations, prescribed practices, or ethical standards; (xvii) strategic risk resulting from adverse business decisions or improper implementation of business decisions; (xviii) reputation risk that adversely affects earnings or capital arising from negative public opinion; (xix) terrorist activities risk that results in loss of consumer confidence and economic disruptions; (xx) economic downturn risk resulting in deterioration in the credit markets; (xxi) greater than expected noninterest expenses; (xxii) excessive loan losses; and (xxiii) other factors we discuss or refer to in the "Risk Factors" section of our most recent Annual Report on Form 10-K filed with the SEC. Additional risks and uncertainties are identified and discussed in Wilshire's reports filed with the SEC and available at the SEC's website at www.sec.gov. Each forward-looking statement speaks only as of the date of the particular statement and Wilshire undertakes no obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER AND WHERE TO FIND IT

This communication relates to a proposed merger between Wilshire and Saehan that will become the subject of a registration statement, which will include a proxy statement/prospectus, to be filed with the SEC that will provide full details of the proposed merger and the attendant benefits and risks. This communication is not a substitute for the proxy statement/prospectus or any other document that Wilshire or Saehan may file with the SEC or send to their shareholders in connection with the proposed merger. Investors and security holders are urged to read the registration statement on Form S-4, including the definitive proxy statement/prospectus, and all other relevant documents filed with the SEC or sent to shareholders as they become available because they will contain important information about the proposed merger. All documents, when filed, will be available free of charge at the SEC's website (www.sec.gov). You may also obtain these documents by contacting Wilshire's Corporate Secretary, at Wilshire Bancorp, Inc., 3200 Wilshire Boulevard, Los Angeles, California 90010, or via e-mail at alexko@wilshirebank.com. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

PARTICIPANTS IN THE SOLICITATION

Wilshire, Saehan and their respective directors and executive officers may be deemed to be participants in any solicitation of proxies in connection with the proposed mergers. Information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the merger when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.
For Wilshire Bancorp:
Alex Ko, EVP & CFO
(213) 427-6560

For Saehan Bancorp:
Daniel Kim, EVP & CFO
(213) 637-4802

http://globenewswire.com/news-release/2013/07/15/560133/10040405/en/Wilshire-Bancorp-Announces-Acquisition-of-Saehan-Bancorp.html

WIBC Reports Net Income of $15.2 Million or $0.21 Earnings per Share for Fourth Quarter 2012 (1/23/13)

LOS ANGELES, Jan 23, 2013 (GLOBE NEWSWIRE via COMTEX) -- Wilshire Bancorp, Inc. (the "Company"), the holding company for Wilshire State Bank (the "Bank"), today reported net income available to common shareholders of $15.2 million, or $0.21 per diluted common share, for the quarter ended December 31, 2012. This compares to net income available to common shareholders of $5.8 million, or $0.08 per common share, for the same period of the prior year, and net income of $38.5 million, or $0.54 per common share, for the third quarter of 2012. The increase in net income from the fourth quarter of 2011 is primarily attributable to a $12.0 million negative provision for losses on loans and loan commitments. The decline in net income from the third quarter of 2012 is primarily attributable to the return to a normalized tax provision.

For the full year 2012, the Company reported net income available to common shareholders of $93.7 million, or $1.31 per diluted common share, compared with a net loss of $34.0 million, or ($0.61) per share, for the full year 2011.

Jae Whan (J.W.) Yoo, President and CEO of Wilshire Bancorp, said, "We ended 2012 with another strong quarter, which contributed to the most profitable year in the history of the Company. Our new business development efforts continue to gain momentum, as we had $264 million in loan originations during the fourth quarter, which represents our highest level of loan production in several years. At the same time, our credit quality continues to show strong improvement with non-covered non-accrual loans declining by 32% from the end of the prior quarter. This improvement reflects our effective management of problem assets, which is resulting in a steady migration of non-accrual loans back to accrual status and the continued pay-down of outstanding problem loans.

"As we begin 2013, we are optimistic that we will continue to generate solid profitability. We expect to continue seeing good demand for CRE loans, and we believe the investments we have made to build our commercial, SBA, and residential real estate lending businesses will continue to generate strong loan production this year. In addition, we continue to have a significant amount of excess capital that we can utilize to create additional value for shareholders going forward," said Mr. Yoo.

Q4 2012 Summary:

-- Net income available to common shareholders of $15.2 million or $0.21 per diluted share

-- Loans receivable totaled $2.01 billion at December 31, 2012, an increase of 3.0% from $1.95 billion at September 30, 2012

-- Loan originations for the fourth quarter of 2012 totaled $264.4 million, compared to total loan originations of $209.2 million for the third quarter of 2012

-- Improved deposit mix with non-interest-bearing demand deposits increasing to 27.0% of total deposits at December 31, 2012 from 24.8% at September 30, 2012

-- Non-covered non-accrual loans declined 31.7% and non-covered delinquencies declined 56.8% from end of prior quarter

-- Non-covered classified and criticized loans declined 4.7% and 12.6%, respectively, from Q3 2012 to Q4 2012

-- Improved credit quality and reduced gross charge-offs resulted in a $12.0 million negative provision for losses on loans and loan commitments for Q4 2012

STATEMENT OF OPERATIONS

Net Interest Income and Margin

Net interest income before credit for losses on loans and loan commitments totaled $25.6 million in the fourth quarter of 2012, an increase of 1.6% from $25.2 million for the fourth quarter of 2011, and unchanged from the third quarter of 2012. The increase from the prior year was primarily due to a decline in interest expense on both deposits and borrowings.

Net interest margin was 4.33% for the fourth quarter of 2012, compared to 4.17% in the fourth quarter of 2011, and 4.35% for the third quarter of 2012. The decrease in net interest margin from the third quarter of 2012 was primarily due to lower yields on loans, partially offset by a reduction in the cost of deposits and a reduction in interest earning cash at the Federal Reserve Bank.

Loan yields decreased to 5.54% for the fourth quarter of 2012 from 5.73% for the third quarter of 2012 due to the large amount of loans that were originated at rates that were lower than that of the existing portfolio, due to the low interest rate environment and competitive landscape within the banking industry. The total cost of interest-bearing deposits declined to 0.79% for the fourth quarter of 2012, down from 0.87% for the third quarter of 2012. Cost of total deposits was reduced to 0.59% for the fourth quarter of 2012, compared to 0.66% during the previous quarter. The reduction in deposit rates was a result of declines in deposit costs across all categories combined with an increase in demand deposits as a percentage of total deposits.

Non-Interest Income

Total non-interest income was $6.7 million for the fourth quarter of 2012, compared to $5.8 million for the fourth quarter of 2011, and $6.6 million for third quarter of 2012. The major categories of non-interest income in the fourth quarter of 2012 were relatively unchanged from the prior quarter. Other non-interest income for the fourth quarter of 2012 slightly increased compared to prior quarters due to an increase in loan servicing income.

The $1.2 million in net gains on sales of loans recognized in the fourth quarter of 2012 represents $1.1 million in gains from the sale of SBA loans, and $84 thousand in gains from the sale of mortgage and other loans.

Non-Interest Expense

Total non-interest expense was $20.7 million for the fourth quarter of 2012, compared with $16.2 million for the fourth quarter of 2011, and $18.3 million for the third quarter of 2012. The increase in total non-interest expense for the fourth quarter of 2012 compared to prior quarters was primarily due to a higher impairment charge against the FDIC indemnification asset.

During the fourth quarter of 2012, the Company recorded an additional impairment of the FDIC indemnification asset amounting to $3.9 million. The impairment reflected the continuing overall improved credit quality in the covered loan portfolio. The FDIC indemnification asset balance at December 31, 2012, after reflecting the impairment charge of $3.9 million, was $5.4 million.

Total salaries and employee benefits expense was $7.9 million in the fourth quarter of 2012, compared with $7.1 million in the fourth quarter of 2011, and $9.4 million in the third quarter of 2012. The decrease from the prior quarter was primarily due to a reduction in bonus accruals recorded during the fourth quarter of 2012. Compared to the fourth quarter of 2011, salaries and benefits for the fourth quarter of 2012 increased primarily due to an increase in the number of employees.

Other non-interest expense for the fourth quarter of 2012 totaled $6.2 million, compared with $6.5 million in the fourth quarter of 2011, and $4.4 million for the third quarter of 2012. The increase from the prior quarter was primarily attributable to increased professional fees and other loan expenses.

The Company's operating efficiency ratio was 64.1% for the fourth quarter of 2012, compared with 52.4% for the fourth quarter of 2011 and 57.0% for the third quarter of 2012. The increase in efficiency ratio for the fourth quarter of 2012 compared to prior quarters is largely due to the $3.9 million impairment charge on the FDIC indemnification asset and the increase in other non-interest expense.

Tax Provision

For the fourth quarter of 2012, the Company recorded a provision for income taxes totaling $8.4 million, reflecting an effective tax rate of 35.6%. This reflects the Company's return to a more normalized effective tax rate following several quarters of recording no tax provision or a tax benefit due to the reversal of the valuation allowance that had been established against the Company's deferred tax asset.

BALANCE SHEET

Total gross loans, including loans held-for-sale, were $2.16 billion at December 31, 2012, compared to $2.09 billion at September 30, 2012. The increase in total gross loans during the fourth quarter of 2012 was primarily due to the increase in loan originations during the quarter.

As previously disclosed, upon acquiring certain assets and liabilities of the former Mirae Bank, the Company entered into a loss sharing agreement with the FDIC whereby the FDIC has agreed to share in losses on assets covered under the agreement. The assets covered by the loss sharing agreement include loans and foreclosed loan collateral existing on June 26, 2009 and acquired from Mirae Bank. As a result, loans acquired through the acquisition of Mirae Bank are identified as "covered" loans, and those that were originated at Wilshire are "non-covered" loans or "legacy Wilshire" loans.

http://www.marketwatch.com/story/wilshire-bancorp-reports-net-income-of-152-million-or-021-earnings-per-share-for-fourth-quarter-2012-2013-01-23