Territorial Bancorp Inc - TBNK STOCK NEWS

Hope Bancorp (NASDAQ: HOPE) reported Q4 2024 net income of $24.3 million ($0.20 per diluted share), compared to $24.2 million in Q3 2024. Full-year 2024 net income was $99.6 million ($0.82 per diluted share).

Q4 highlights include a 14% increase in pre-provision net revenue to $40.4 million, an 11% decrease in criticized loans, and a 13% reduction in nonperforming assets. The company's total revenue grew to $118.0 million, up 1% from Q3, driven by strong noninterest income growth.

Key metrics as of December 31, 2024: loans receivable remained stable at $13.62 billion, total deposits decreased 3% to $14.33 billion, and the allowance for credit losses was $150.5 million (1.11% of loans receivable). The tangible common equity ratio stood at 10.05%.

The company is in final stages of preparing for the integration of Territorial Savings Bank, with the merger expected to complete in Q1 2025, subject to regulatory approvals.

Territorial Bancorp (NASDAQ: TBNK) shareholders have approved the proposed merger with Hope Bancorp (NASDAQ: HOPE) during a Special Meeting. The all-stock merger aims to create a larger, more diversified regional bank offering enhanced value for shareholders through attractive dividends and growth opportunities. Chairman, CEO and President Allan S. Kitagawa highlighted that the combination with Bank of Hope will strengthen Territorial by providing advantages including greater resources, enhanced technology platforms, and expanded banking services. The transaction's closing remains subject to regulatory approvals and customary conditions.

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.