Delisting of Wilshire Bancorp, Inc. Common Stock
July 14 2016 - 4:05PM
Wilshire Bancorp, Inc. (NASDAQ:WIBC) (the “Company”), the parent
company of Wilshire Bank, announced today that it notified NASDAQ
of its intent to voluntarily delist its shares of common stock from
the Nasdaq Global Select Market in connection with the anticipated
closing of the proposed merger between the Company and BBCN
Bancorp, Inc. (“BBCN”) and requested that NASDAQ suspend trading of
the Company’s common stock after the close of trading on the date
of the merger. The proposed merger between the Company and BBCN was
approved by the parties’ respective shareholders at today’s
shareholders’ meetings. If all other conditions to closing are
satisfied or waived by the parties, the proposed merger is expected
to close at the close of business on or around July 29, 2016. As a
result of the proposed merger, the Company’s common stock will be
cancelled and converted into the right to receive 0.7034 shares of
BBCN common stock pursuant to the Agreement and Plan of Merger
between the Company and BBCN.
The Company will file with the Securities and
Exchange Commission (the “SEC”) a Form 25 (Notification of Removal
from Listing and/or Registration under Section 12(b) of the
Securities Exchange Act of 1934) to effect the delisting of the
Company’s common stock from NASDAQ and to terminate the
registration of its common stock under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). The Company intends to
file the Form 25 on July 25, 2016, which will become effective on
August 4, 2016. Trading of the Company’s common stock is expected
to cease after the close of trading on July 29, 2016, the expected
date of the merger. The Company also intends to file with the SEC a
Form 15 (Certification and Notice of Termination) to suspend the
Company’s reporting obligations under Sections 13 and 15(d) of the
Exchange Act.
ABOUT WILSHIRE
BANCORPHeadquartered in Los Angeles, Wilshire
Bancorp is the parent company of Wilshire Bank, which operates 35
branch offices in California, Texas, Alabama, Georgia, New Jersey,
and New York. Wilshire Bancorp also operates five loan production
offices of which three are utilized primarily for the origination
of loans under the Small Business Administration lending program
located in Colorado, Georgia, and Washington, and two that are
utilized primarily for the origination of residential mortgage
loans located in California. Wilshire Bank is a community bank with
a focus on commercial real estate lending and general commercial
banking, with its primary markets encompassing the multi-ethnic
populations of the Los Angeles, New York, New Jersey, and Texas.
For more information, please go to www.wilshirebank.com.
ABOUT BBCN BANCORP, INC.BBCN
Bancorp, Inc. is the holding company of BBCN Bank, the largest
Korean-American bank in the nation. Headquartered in Los Angeles
and serving a diverse mix of customers mirroring its communities,
BBCN operates 50 branches in California, New York, New Jersey,
Illinois, Washington, and Virginia; eight loan production offices
in Seattle, Denver, Dallas, Atlanta, Northern California,
Annandale, Virginia, Portland, Oregon, and Fremont, California; and
a representative office in Seoul, Korea. BBCN specializes in core
business banking products for small and medium-sized businesses,
with an emphasis in commercial real estate and business lending,
SBA lending and international trade financing. BBCN Bank is a
California-chartered bank and its deposits are insured by the FDIC
to the extent provided by law. BBCN is an Equal Opportunity
Lender.
FORWARD-LOOKING STATEMENTSThis
press release contains statements regarding the proposed
transaction between Wilshire Bancorp and BBCN Bancorp. These
statements are based on current expectations, estimates, forecasts
and projections and management assumptions about the future
performance of each of Wilshire Bancorp, BBCN Bancorp and the
combined company, as well as the businesses and markets in which
they do and are expected to operate. These statements, including
those regarding Wilshire Bancorp’s intent to delist its common
stock, the target closing date of the merger, and Wilshire
Bancorp’s intent to file a Form 25 and Form 15, constitute
forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. Words such as “expects,”
“believes,” “estimates,” “anticipates,” “targets,” “goals,”
“projects,” “intends,” “plans, “seeks,” and variations of such
words and similar expressions are intended to identify such
forward-looking statements which are not statements of historical
fact. These forward-looking statements are not guarantees of future
performance and involve certain risks, uncertainties, and
assumptions that are difficult to assess. Actual outcomes and
results may differ materially from what is expressed or forecasted
in such forward-looking statements. The closing of the proposed
transaction remains subject to customary closing conditions. There
is no assurance that such conditions will be met or that the
proposed transaction 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 Wilshire Bancorp and
BBCN 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, may be
greater than expected; required governmental approvals of the
merger may not be obtained on its proposed terms and schedule, or
without regulatory constraints that may limit growth; competitive
pressures among depository and other financial institutions may
increase significantly and have an effect on revenues; the strength
of the United States economy in general, and of the local economies
in which the combined company will operate, may be different than
expected, which could result in, among other things, a
deterioration in credit quality or a reduced demand for credit and
have a negative effect on the combined company’s loan portfolio and
allowance for loan losses; changes in the U.S. legal and regulatory
framework; and adverse conditions in the stock market, the public
debt market and other capital markets (including changes in
interest rate conditions) which would negatively affect the
combined company’s business and operating results.
For a more complete list and description of such
risks and uncertainties, refer to Wilshire Bancorp’s Form 10-K for
the year ended December 31, 2015, as amended, and BBCN Bancorp’s
Form 10-K for the year ended December 31, 2015, as amended, as well
as other filings made by Wilshire Bancorp and BBCN Bancorp with the
SEC. Except as required under the U.S. federal securities laws and
the rules and regulations of the SEC, Wilshire Bancorp and BBCN
Bancorp disclaim any intention or obligation to update any
forward-looking statements after the distribution of this press
release, whether as a result of new information, future events,
developments, changes in assumptions or otherwise.
CONTACT:
Alex Ko, EVP & CFO, (213) 427-6560
www.wilshirebank.com
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