Blue Hill Advisors to Territorial Shareholders: No Risk to Territorial if Board Engages with Us
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.
Blue Hill Advisors ha inviato una lettera aperta agli azionisti di Territorial Bancorp riguardo alla loro offerta in contante di $12,50 per azione, che rappresenta un premio del 25% rispetto all'attuale offerta di Hope Bancorp. La lettera mette in discussione la riluttanza del Consiglio di Territorial a interagire con la loro proposta, sostenendo che l'accordo di fusione con Hope consente di esplorare offerte potenzialmente superiori. Blue Hill sottolinea che Hope non può annullare l'accordo se il Consiglio effettua la dovuta diligenza sulla loro proposta. Il gruppo di investitori esorta gli azionisti a votare contro la vendita a Hope durante la riunione del 6 novembre, fornendo il tempo necessario per una valutazione adeguata della loro offerta, che include un'opzione per i detentori esistenti di mantenere fino al 49% di proprietà.
Blue Hill Advisors ha emitido una carta abierta a los accionistas de Territorial Bancorp sobre su oferta en efectivo de $12.50 por acción, lo que representa una prima del 25% sobre la oferta actual de Hope Bancorp. La carta cuestiona la renuencia de la Junta de Territorial a interactuar con su propuesta, argumentando que el acuerdo de fusión con Hope permite explorar ofertas potencialmente superiores. Blue Hill enfatiza que Hope no puede cancelar el acuerdo si la Junta realiza la debida diligencia sobre su propuesta. El grupo de inversores insta a los accionistas a votar en contra de la venta a Hope en la reunión del 6 de noviembre, permitiendo tiempo para una adecuada evaluación de su oferta, que incluye una opción para que los titulares existentes mantengan hasta el 49% de propiedad.
블루 힐 어드바이저스가 테리토리얼 뱅코프 주주들에게 주당 12.50달러의 현금 제안에 관한 공개 서한을 발송했습니다. 이는 호프 뱅코프의 현재 제안보다 25%의 프리미엄을 나타냅니다. 이 서한은 테리토리얼의 이사회가 그들의 제안에 응답하는 것을 꺼리는 것에 도전하며, 호프와의 합병 계약이 잠재적으로 더 우수한 제안을 탐색할 수 있도록 허용한다고 주장합니다. 블루 힐은 이사회가 그들의 제안에 대해 적절한 실사를 수행하는 경우 호프가 거래를 종료할 수 없다고 강조합니다. 투자자 그룹은 주주들에게 11월 6일 회의에서 호프에 대한 판매에 반대 투표를 할 것을 촉구하며, 그들의 제안을 제대로 평가할 시간을 제공할 것을 권장합니다. 이 제안에는 기존 보유자가 최대 49%의 소유권을 유지할 수 있는 옵션이 포함되어 있습니다.
Blue Hill Advisors a adressé une lettre ouverte aux actionnaires de Territorial Bancorp concernant leur offre en espèces de 12,50 $ par action, représentant une prime de 25 % par rapport à l'offre actuelle de Hope Bancorp. La lettre remet en question la réticence du Conseil de Territorial à s'engager dans leur proposition, arguant que l'accord de fusion avec Hope permet d'explorer des offres potentiellement supérieures. Blue Hill souligne que Hope ne peut pas résilier l'accord si le Conseil effectue une diligence raisonnable sur leur proposition. Le groupe d'investisseurs exhorte les actionnaires à voter contre la vente à Hope lors de la réunion du 6 novembre, permettant le temps nécessaire pour une évaluation adéquate de leur offre, qui inclut une option pour les détenteurs existants de conserver jusqu'à 49 % de propriété.
Blue Hill Advisors hat einen offenen Brief an die Aktionäre von Territorial Bancorp veröffentlicht, in dem es um ihr Barangebot von 12,50 $ pro Aktie geht, das einen Aufschlag von 25% gegenüber dem aktuellen Angebot von Hope Bancorp darstellt. Der Brief stellt die Zurückhaltung des Vorstands von Territorial in Frage, sich mit ihrem Vorschlag auseinanderzusetzen, und argumentiert, dass die Fusionsvereinbarung mit Hope die Erkundung potenziell überlegener Angebote ermöglicht. Blue Hill betont, dass Hope den Deal nicht kündigen kann, wenn der Vorstand eine Due Diligence zu ihrem Vorschlag durchführt. Die Investorengruppe fordert die Aktionäre auf, bei der Sitzung am 6. November gegen den Verkauf an Hope zu stimmen, um Zeit für eine ordnungsgemäße Bewertung ihres Angebots zu gewähren, das eine Option für bestehende Inhaber umfasst, bis zu 49% Eigentum zu behalten.
- Offering $12.50 per share in cash, a 25% premium over Hope's offer
- Option for current shareholders to retain up to 49% ownership
- No conditions attached except Board engagement
- Multiple attempts (9) to engage constructively since August
- Board's consistent rejection of engagement requests
- Lack of due diligence completion due to Board's non-engagement
- Uncertainty about regulatory approval (referencing Hope's failed 2017 bank acquisition)
Insights
The ongoing acquisition battle between Hope Bancorp and Blue Hill Advisors for Territorial Bancorp presents significant implications. Blue Hill's
Key considerations include: 1) The merger agreement's "reasonably likely to lead to Superior Proposal" clause gives Territorial's board room to explore Blue Hill's offer without risking the Hope deal, 2) Hope's regulatory approval remains pending with FDIC, adding uncertainty to their proposal, 3) The banking environment has improved since the original Hope deal was struck, potentially supporting Blue Hill's higher valuation.
The upcoming November 6 shareholder vote is important - another postponement would pressure the board to engage with Blue Hill's proposal while maintaining Hope as a backup option.
The competitive dynamics of this situation warrant careful analysis. Hope's previous failed bank acquisition attempt in 2017 due to regulatory issues raises legitimate concerns about deal certainty. The banking sector's improved conditions since the original merger agreement suggests Territorial might be leaving value on the table with the Hope deal.
Blue Hill's investor consortium approach, combining capital from seven investors, provides financial credibility while offering existing shareholders flexibility through the partial retention option. The board's reluctance to engage in due diligence despite the merger agreement's explicit provisions for exploring superior proposals raises governance concerns.
Hope Cannot Walk Away if Board Allows Investors to Perform Due Diligence
Hope Can Only Walk Away if Board Changes Recommendation or Breaches Merger Agreement
Calls on Board to Exercise Risk-Free Option to Explore Potentially Superior Offer
Encourages Territorial Shareholders to Force Another Postponement by Voting AGAINST Hope Sale Again at the Adjourned Special Meeting of Stockholders on November 6, 2024
Responds to Illogical Board Excuses for not Engaging with Investors
Dear Fellow Territorial Shareholders,
Territorial's Board of Directors has flooded you with materials urging you to support the Company's proposed sale to Hope Bancorp, Inc. ("Hope") (NASDAQ: HOPE) and dismiss our proposal. Most of their arguments are based on a false premise: that they cannot engage with us for fear of losing the Hope deal. This is simply not true.
Under the Hope merger agreement, Territorial is entitled to explore a competing offer that is "reasonably likely to lead to a Superior Proposal." We believe we have always cleared that bar. And since sending more information about our offer in an addendum to the Board last week, we have no doubt.
We will keep our message simple because it really is:
- Seven investors, including Blue Hill Advisors, have made a
$12.50 100% of Territorial shares – that's a25% premium to the current value of the Hope consideration. Our proposal also allows up to49% of existing holders to stay on as shareholders if they choose to participate in Territorial's considerable upside. Territorial has bizarrely attacked the proposal both for being too liquid (citing taxes on imaginary gains under the cash option) and too illiquid (for shareholders who choose not to tender and instead participate with us in the potential upside). The point is that our proposal lets you, the shareholder, decide—isn't whatever you choose going to be superior? - We have contacted Territorial's Board, management team or outside advisers on at least 9 occasions since August, seeking to engage constructively. The Board has declined every request and repeatedly attacked our offer instead. Last Wednesday we offered to share information with the Board under a limited scope NDA and were told that Territorial would respond the following Monday, five days later. We waited two days and sent them the information anyway on Friday without an NDA.
- Territorial's merger agreement with Hope explicitly permits the Board to sign an NDA and proceed to due diligence if the Board determines that another offer is "reasonably likely to lead to a Superior Proposal." Our offer is financially superior, superior in optionality and the result of extensive analysis by each of the investors individually. There are no conditions attached, other than for the Board to stop manufacturing concerns and engage with us constructively in the manner the merger agreement expressly contemplates. The Board claims to have a lot of unanswered questions about our proposal. There is a very simple way for them to get those answers: sign an NDA and ask us.
- Allowing us to perform due diligence has no impact on the Hope deal. Hope cannot walk away unless Territorial changes its recommendation or breaches the merger agreement. Logically, the Board will only change its recommendation after they're fully satisfied with our offer and any lingering concerns or uncertainties have been put to rest.
- The entire point of signing an NDA (and the "reasonably likely" provision of the merger agreement) is to enable due diligence and determine if a preliminary offer can advance to a definitive agreement. Nobody is asking Territorial to sign a definitive agreement with us today. As with any transaction, diligence is a two-way process. We will be happy to address the Board's questions if they will just engage with us.
- The Board is asking shareholders to approve the Hope deal on November 6 without having engaged on a deal that values the Company at a
25% premium. Is the Board breaching its fiduciary duty by not pursuing a better offer? - The merger agreement calls for two postponements if Territorial cannot get enough votes. Shareholders should force another postponement so that the Board can sign an NDA with us immediately and let us work toward a definitive offer. This does not force Territorial to do a deal with us and Hope cannot walk away.
- Territorial is playing "chicken" with shareholders: Approve the Hope deal or else. How bad is or else? The Hope deal is one of the worst we've ever seen and the banking environment has improved since it was struck. Are there really no better options?
- The Hope deal is not a sure thing by any stretch – Hope's last attempt to buy a bank in 2017 failed to obtain regulatory approval and its application for this deal still has not been accepted by the FDIC.
- Territorial shareholders should once again oppose the Hope merger so that this superior offer can be pursued.
Sincerely,
Jason Blumberg
Managing Member
Blue Hill Advisors
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
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.
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
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.
View original content:https://www.prnewswire.com/news-releases/blue-hill-advisors-to-territorial-shareholders-no-risk-to-territorial-if-board-engages-with-us-302290458.html
SOURCE Blue Hill Advisors
FAQ
What is Blue Hill Advisors' offer price for Territorial Bancorp compared to HOPE's offer?
When is the adjourned Special Meeting of Stockholders for the HOPE merger vote?
Can HOPE terminate the merger if Territorial's Board explores Blue Hill's offer?
What percentage of ownership can current Territorial shareholders retain under Blue Hill's proposal?
