Reiterate Desire to Engage Directly with the
Board, Not in a Public Fight
Commit to Completing Transaction on the Same
Proposed Terms if Sale to Hope Terminates
Urge Territorial Shareholders to Vote AGAINST
Hope Sale Again at the Adjourned Special Meeting of Stockholders on
November 6, 2024
HONOLULU, Oct. 17,
2024 /PRNewswire/ -- Former Hawaii banking executive Allan Landon,
Blue Hill Advisors and other leading bank investors today
reaffirmed their commitment to successfully completing a
transaction with Territorial Bancorp Inc. ("Territorial" or the
"Company") (NASDAQ: TBNK) and clarified their intent to stand by
their offer if shareholders vote down the proposed sale to Hope
Bancorp, Inc. ("Hope") (NASDAQ: HOPE) at the adjourned Special
Meeting of Stockholders on November
6.
Mr. Landon and the investors, which also include O'Brien-Staley
Partners and veteran bank investor Mark
Lynch, have favored a collaborative approach with
Territorial's Board of Directors (the "Board"). However, the Board
has rejected multiple requests by the investors to engage in direct
discussions. In the event that the sale to Hope terminates, Mr.
Landon and the investors stand ready to speak with the Board in
November and to diligently execute the proposed cash transaction on
the current terms shortly thereafter.
"Our goal all along has been to engage in constructive dialogue
with Territorial about this superior offer for shareholders,
employees, customers and the Hawaii community," said Mr. Landon. "We
look forward to that opportunity, even if it has to come after the
adjourned special meeting. We intend to offer the same terms then
as we are offering now."
The investors urge Territorial shareholders not to be distracted
by the numerous letters, presentations and press releases put out
by Territorial's Board and advisors over the last few weeks.
Instead, they encourage shareholders to focus on five simple
points:
- The Board's sale process was flawed. The Board struck a
deal with Hope near the stock's all-time-low price, after a
nearly 70% decline and a limited sales
process involving only two other potential buyers. Shares
of Territorial have consistently traded at a premium to the
implied value of the Hope merger consideration since the investors
made their proposal public, reflecting shareholder expectations
for a better transaction.
- The investors believe that their offer is reasonably likely
to be considered a superior proposal. The investors'
$12.50 cash proposal represents a
substantial premium to the current value of the Hope merger
consideration and offers up to 30% of Territorial shareholders
(and potentially more depending on shareholder and Board feedback)
the opportunity to participate in Territorial's recovery.
Meanwhile, the Board approved a sale that values Territorial at
the second lowest bank sale multiple in recorded history.
- The Board continues to reject requests to discuss the
investors' proposal. Mr. Landon and the investors have
repeatedly offered to work collaboratively with the Board and share
more information about their proposal. The investors are not
interested in perpetuating a public back-and-forth or
subjecting themselves to Territorial's misleading assertions.
- Territorial's prospects have improved
dramatically. Since the sale to Hope was announced in
April 2024, the banking sector has
rallied on the expectation of lower interest rates, which would
disproportionately benefit Territorial via repricing of its higher
cost wholesale funding. There is simply no reason for shareholders
to accept a sale that values Territorial at the second lowest bank
sale multiple on record.
- A leading independent proxy advisory firm has recommended
voting against the sale to Hope. Institutional Shareholder
Services Inc. ("ISS") has recommended that shareholders vote
AGAINST the Hope deal. The deal terms on which that
recommendation was based have not changed. In its report, ISS noted
that "the competing offer from Blue Hill appears sufficiently
credible to mitigate the downside risk of rejecting the
proposed merger" and that the Hope deal "does not appear to
maximize value for shareholders."
More information on the investor proposal 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
Advisors 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 November 6
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 (the
"SEC") 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.
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content:https://www.prnewswire.com/news-releases/blue-hill-advisors-and-investors-reaffirm-commitment-to-territorial-transaction-will-stand-by-offer-if-hope-deal-terminates-302279728.html
SOURCE Blue Hill Advisors
