Territorial Bancorp Inc. - TBNK STOCK NEWS

Blue Hill Advisors has issued an open letter to Territorial Bancorp shareholders regarding their $12.50 per share cash offer, representing a 25% premium over Hope Bancorp's current offer. The letter challenges Territorial's Board's reluctance to engage with their proposal, arguing that the Hope merger agreement allows exploration of potentially superior offers. Blue Hill emphasizes that Hope cannot terminate the deal if the Board conducts due diligence on their proposal. The investor group urges shareholders to vote against the Hope sale at the November 6 meeting, allowing time for proper evaluation of their offer, which includes an option for existing holders to retain up to 49% ownership.

Territorial Bancorp's Board of Directors has reaffirmed its recommendation for shareholders to vote 'FOR' the merger with Hope Bancorp at the November 6, 2024 Special Meeting. The Board reviewed additional information from Blue Hill Advisors regarding their acquisition interest but determined not to engage in discussions. The decision was based on several factors, including concerns about Blue Hill's financing conditions, regulatory approval hurdles, and execution risks. The Board concluded that Blue Hill's proposal didn't provide sufficient basis for a Superior Proposal under the Hope Bancorp merger agreement terms.

Territorial Bancorp (NASDAQ: TBNK) reported a net loss of $1.32 million ($0.15 per diluted share) for Q3 2024. The company announced a $0.01 per share dividend payable on November 22, 2024. Key financial metrics include: tier one leverage ratio of 11.57%, risk-based capital ratio of 29.07%, and non-performing assets ratio of 0.11%. Total assets were $2.20 billion, with deposits increasing by $33.68 million to $1.67 billion. The previously announced merger with Hope Bancorp continues to progress, with stockholders set to receive 0.8048 shares of Hope Bancorp stock for each TBNK share in a transaction valued at approximately $78.60 million.

Hope Bancorp (NASDAQ: HOPE) reported Q3 2024 net income of $24.2 million, or $0.20 per diluted share, compared to $25.3 million in Q2 2024. Net interest income was $104.8 million, with interest income rising to $235.1 million. Customer deposits grew 11% annualized, while loans receivable increased 2% annualized. The company's total capital ratio strengthened to 14.8%, with tangible equity ratio at 10.1%. Nonperforming assets increased to $103.8 million, representing 0.60% of total assets. The allowance for credit losses was $153.3 million, with a coverage ratio of 1.13% of loans receivable.

Investors behind a proposal to acquire Territorial Bancorp (NASDAQ: TBNK) have provided detailed information about their $134 million offer, which represents a 25% premium over Hope's current acquisition proposal. The seven seasoned bank investors, who collectively manage $3.4 billion, have reduced their minimum tender requirement from 70% to 51% of shares at $12.50 per share. The investors are urging Territorial's Board to engage with their proposal, which they believe is 'reasonably likely to lead to a Superior Proposal' compared to the Hope merger agreement. They are calling on shareholders to vote against the Hope sale at the November 6 special meeting.

Yakira Capital Management, holding 1.23% of Territorial Bancorp (TBNK) shares, criticizes the Board's rejection of Blue Hill Advisors' acquisition offer in favor of Hope Bancorp (HOPE) merger. The Blue Hill offer represents a 25% premium over the Hope deal. Yakira refutes the Board's concerns about the Blue Hill proposal, including tax implications and dividend considerations. The investment manager argues that the Board's refusal to negotiate with Blue Hill, despite potential superior returns for shareholders, may constitute a breach of fiduciary duty. Yakira confirms its intention to vote against the Hope deal.

Former Hawaii banking executive Allan Landon, Blue Hill Advisors, and other leading bank investors have reaffirmed their commitment to completing a transaction with Territorial Bancorp Inc. They stand ready to execute their proposed cash transaction if shareholders vote down the sale to Hope Bancorp, Inc. at the adjourned Special Meeting on November 6, 2024. The investors urge Territorial shareholders to focus on five key points:

1. The Board's sale process was flawed
2. The investors' offer is likely a superior proposal
3. The Board rejects requests to discuss the proposal
4. Territorial's prospects have improved dramatically
5. ISS recommends voting against the Hope deal

The investors' $12.50 cash proposal represents a substantial premium to the current value of the Hope merger consideration. They encourage shareholders to vote AGAINST the Hope sale and contact Blue Hill Advisors for more information.

Territorial Bancorp Inc. (NASDAQ: TBNK) is urging shareholders to vote FOR the proposed merger with Hope Bancorp, Inc. (NASDAQ: HOPE) at the Special Meeting on November 6, 2024. The company argues that Blue Hill Advisors 's preliminary indication of interest lacks credibility and does not meet the criteria for a superior proposal. Key points:

• Blue Hill has provided no proof of committed financing or regulatory approval likelihood
• The Hope Bancorp merger offers tangible value and a clear path to close
• Territorial faces business challenges that would be addressed by Hope Bancorp's larger platform
• The Hope Bancorp merger is a tax-free transaction with a ~25% premium and increased dividend

Territorial emphasizes that the Hope Bancorp merger is the best value-creating opportunity for shareholders and urges them to vote in favor of the transaction.

Territorial Bancorp Inc. (NASDAQ: TBNK) has issued a statement regarding Blue Hill Advisors' presentation, criticizing Blue Hill's inability to address key questions about its preliminary indication of interest. Territorial highlights Blue Hill's failure to provide proof of financing, regulatory approval plans, and closure assurances. The company emphasizes Blue Hill's lack of transparency regarding investors and management team, questioning its credibility and understanding of the regulatory process.

Territorial's Board unanimously recommends shareholders vote FOR the merger with Hope Bancorp, citing a 25% premium on stock price and a 1000% increase in dividends. The merger is expected to close by the end of 2024, offering benefits such as continued local operations and enhanced career opportunities for employees. Territorial urges shareholders to vote before the Special Meeting on November 6, 2024.