Leading Independent Proxy Advisory Firm Glass Lewis Joins ISS in Recommending that Territorial Shareholders Vote “FOR” Merger with Hope Bancorp
25 Octubre 2024 - 6:30AM
Territorial Bancorp Inc. (NASDAQ: TBNK) (“Territorial” or the
“Company”) today announced that leading independent proxy advisory
firm Glass, Lewis & Co., LLC (“Glass Lewis”) has joined
Institutional Shareholder Services (“ISS”) in recommending that
Territorial shareholders vote “FOR” the Company’s pending merger
with Hope Bancorp, Inc. (NASDAQ: HOPE) (“Hope Bancorp”).
The Company’s Special Meeting of Stockholders to vote on the
transaction is scheduled to be held on November 6, 2024 at 8:30am,
Hawai‘i Time. Time is short. The Special Meeting is fast
approaching. Territorial shareholders are urged to vote TODAY.
Voting is simple. For more information, visit the Company’s website
at https://www.territorialandhopecombination.com.
Commenting on the Glass Lewis and ISS reports, Territorial
issued the following statement:
The Territorial Board of Directors
and management team collectively own 9.2% of Territorial’s
outstanding shares. We are confident that the Hope Bancorp
transaction is the best path forward for Territorial, our
shareholders, customers, employees and the local communities we
serve. We have already voted all of our shares FOR the transaction,
and we urge our fellow Territorial shareholders to join us and also
follow the recommendations from the Territorial Board, Glass Lewis
and ISS by voting FOR the Hope Bancorp transaction today.
Glass Lewis stated in its October 24, 2024 reporti:
On the favorable financial aspects associated with the Hope
Bancorp merger:
- “Since the merger consideration in the proposed Hope
transaction solely comprises Hope shares, current Territorial
shareholders will have the opportunity to benefit from ongoing
participation in a profitable, enlarged bank that is expected to be
better equipped, compared to Territorial on a standalone basis, to
work through various challenges and headwinds amid an uncertain
economic environment.”
- “From a quantitative perspective, the results of the dividend
discount model analysis performed by KBW suggest that the implied
value of the proposed Exchange Ratio is relatively favorable.”
On the uncertainty, risks and concerns associated with Blue
Hill’s preliminary indication of interest, including its lack of
financing, the secrecy of its investors and doubts about its
ability to close a transaction at all:
- “We also believe that, to date, Blue
Hill has provided insufficient disclosures to the Board and to
shareholders regarding key details of its proposal.”
- “In our view, the lack of such
crucial information, which Blue Hill insists on keeping
confidential, coupled with the uncertainties connected with Blue
Hill's need to conduct due diligence to confirm its offer price,
casts serious doubts as to the risks and closing certainty of Blue
Hill's proposed deal.”
- “Blue Hill has not provided any form of supporting evidence as
to why the Blue Hill Investors would not be considered as ‘acting
in concert’ by the relevant regulatory authorities, which may
validate the Board's concerns regarding the complexity and
uncertainties connected to the Blue Hill Proposal.”
In affirming that the Territorial Board reached the right
conclusion with respect to the Blue Hill preliminary indication of
interest and the determination that it is not a superior proposal
or likely to lead to a proposal that is superior to the Hope
Bancorp transaction:
- “any direct engagement between the Board and Blue Hill could be
seen as a breach of the covenants in the Merger Agreement.”
- “we ultimately believe the Board's decision not to deem the
Blue Hill Proposal a superior proposal to be the most prudent
approach, particularly given Blue Hill's lack of serious attempts
to address the Board's concerns regarding the uncertainties of the
Blue Hill Proposal.”
- “We acknowledge that the Blue Hill Proposal offers a
meaningfully higher headline price to Territorial
shareholders...However, we believe the Board has raised valid
concerns regarding the uncertainty and significant conditionality
of the Blue Hill Proposal.”
Your Vote is ImportantTerritorial Shareholders are
Urged to Vote FOR the Hope Bancorp Merger TODAY.Voting is quick and
easy. Vote well in advance of the Special Meeting on November 6,
2024 at 8:30 a.m. HST.Call toll-free:(888) 742-1305Banks and
brokers should call:(516) 933-3100Email:
info@laurelhill.comElectronically: www.proxyvote.com |
About Us
Territorial Bancorp Inc., headquartered in Honolulu, Hawaiʻi, is
the stock holding company for Territorial Savings Bank. Territorial
Savings Bank is a state-chartered savings bank which was originally
chartered in 1921 by the Territory of Hawaiʻi. Territorial Savings
Bank conducts business from its headquarters in Honolulu, Hawaiʻi,
and has 28 branch offices in the state of Hawaiʻi. For additional
information, please visit https://www.tsbhawaii.bank/.
Additional Information about the Hope Merger and Where
to Find It
In connection with the proposed Hope Merger, Hope has filed with
the U.S. Securities and Exchange Commission (the “SEC”) a
Registration Statement on Form S-4, containing the Proxy
Prospectus, which has been mailed or otherwise delivered to
Territorial’s stockholders on or about August 29, 2024, as
supplemented September 12, 2024. Hope and Territorial may file
additional relevant materials with the SEC. INVESTORS AND
STOCKHOLDERS ARE URGED TO READ THE PROXY PROSPECTUS, AND ANY OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR FURNISHED OR WILL BE FILED OR
FURNISHED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND RELATED MATTERS. You may obtain any of the
documents filed with or furnished to the SEC by Hope or Territorial
at no cost from the SEC’s website at www.sec.gov.
Forward-Looking Statements
Some statements in this news release may constitute
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements relate to, among other things, expectations regarding
the low-cost core deposit base, diversification of the loan
portfolio, expansion of market share, capital to support growth,
strengthened opportunities, enhanced value, geographic expansion,
and statements about the proposed transaction being immediately
accretive. Forward-looking statements include, but are not limited
to, statements preceded by, followed by or that include the words
“will,” “believes,” “expects,” “anticipates,” “intends,” “plans,”
“estimates” or similar expressions. With respect to any such
forward-looking statements, Territorial Bancorp claims the
protection provided for in the Private Securities Litigation Reform
Act of 1995. These statements involve risks and uncertainties. Hope
Bancorp’s actual results, performance or achievements may differ
significantly from the results, performance or achievements
expressed or implied in any forward-looking statements. The closing
of the proposed transaction is subject to regulatory approvals, the
approval of Territorial Bancorp stockholders, and other customary
closing conditions. There is no assurance that such conditions will
be met or that the proposed merger will be consummated within the
expected time frame, or at all. If the transaction is consummated,
factors that may cause actual outcomes to differ from what is
expressed or forecasted in these forward-looking statements
include, among things: difficulties and delays in integrating Hope
Bancorp and Territorial Bancorp and achieving anticipated
synergies, cost savings and other benefits from the transaction;
higher than anticipated transaction costs; deposit attrition,
operating costs, customer loss and business disruption following
the merger, including difficulties in maintaining relationships
with employees and customers, may be greater than expected; and
required governmental approvals of the merger may not be obtained
on its proposed terms and schedule, or without regulatory
constraints that may limit growth. Other risks and uncertainties
include, but are not limited to: possible further deterioration in
economic conditions in Hope Bancorp’s or Territorial Bancorp’s
areas of operation or elsewhere; interest rate risk associated with
volatile interest rates and related asset-liability matching risk;
liquidity risks; risk of significant non-earning assets, and net
credit losses that could occur, particularly in times of weak
economic conditions or times of rising interest rates; the failure
of or changes to assumptions and estimates underlying Hope
Bancorp’s or Territorial Bancorp’s allowances for credit losses;
potential increases in deposit insurance assessments and regulatory
risks associated with current and future regulations; the outcome
of any legal proceedings that may be instituted against Hope
Bancorp or Territorial Bancorp; the risk that any announcements
relating to the proposed transaction could have adverse effects on
the market price of the common stock of either or both parties to
the proposed transaction; and diversion of management’s attention
from ongoing business operations and opportunities. For additional
information concerning these and other risk factors, see Hope
Bancorp’s and Territorial Bancorp’s most recent Annual Reports on
Form 10-K. Hope Bancorp and Territorial Bancorp do not undertake,
and specifically disclaim any obligation, to update any
forward-looking statements to reflect the occurrence of events or
circumstances after the date of such statements except as required
by law.
Investor / Media Contacts:Walter IdaSVP,
Director of Investor
Relations808-946-1400walter.ida@territorialsavings.net
i Permission to use quotes neither sought nor obtained
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