Territorial Bancorp Inc. - TBNK STOCK NEWS

Territorial Bancorp (NASDAQ: TBNK) has mailed a letter to shareholders urging them to vote for a proposed merger with Hope Bancorp (NASDAQ: HOPE) at the upcoming Special Meeting on November 6, 2024. The merger promises significant value, with Territorial shareholders receiving 0.8048 shares of Hope Bancorp per Territorial share, representing a 25% premium. The merger is expected to offer $10.5 million in annual cost savings and synergies, and a 1,000% increase in dividends. The combined company will be a larger, more diversified regional bank. Conversely, an alternative proposal by Blue Hill is criticized for being illusory, non-binding, and highly conditional, exposing shareholders to significant risk and uncertainty. Blue Hill lacks committed financing and regulatory experience, and its proposal could lead to job cuts and reduced investments in technology. The Territorial Board unanimously recommends voting for the Hope Bancorp merger, emphasizing its benefits for shareholders, customers, employees, and communities.

Territorial Bancorp Inc. (NASDAQ: TBNK) has announced the postponement of its Special Meeting of Stockholders, originally scheduled for October 10, 2024, to November 6, 2024. The meeting is set to vote on the proposed merger with Hope Bancorp, Inc. (NASDAQ: HOPE). The postponement aims to allow Territorial's Board of Directors and management team additional time for discussions with stockholders regarding the pending merger.

The Territorial Board continues to unanimously recommend that stockholders vote in favor of the merger with Hope Bancorp and related proposals. The record date for stockholders entitled to vote remains unchanged at August 14, 2024. Hope Bancorp has filed a Registration Statement on Form S-4 with the SEC, containing the Proxy Prospectus, which has been distributed to Territorial's stockholders.

ISS, a leading proxy advisory firm, has recommended that Territorial Bancorp shareholders vote AGAINST the proposed merger with Hope Bancorp at the upcoming Special Meeting on October 10, 2024. ISS concludes that the merger does not appear to maximize value for shareholders. The report cites concerns about the lack of a robust sales process, merger agreement restrictions, and the improved outlook for financial institutions.

Blue Hill Advisors and former Hawaii banking executive Allan Landon have presented a competing offer, which ISS considers sufficiently credible to mitigate the downside risk of rejecting the Hope merger. Blue Hill's proposal includes a 70% tender offer, allowing shareholders to receive a cash premium while maintaining a 30% interest in the company.

Blue Hill and its partners remain committed to their superior proposal, which they believe will benefit all of Territorial's stakeholders. Shareholders are encouraged to contact Blue Hill for more information or express their support for this proposal to Territorial's Board.

Territorial Bancorp Inc. (TBNK) has reaffirmed its commitment to the proposed merger with Hope Bancorp, announced on April 29, 2024. The Territorial Board has rejected the Blue Hill Group's proposal for a third time, deeming it highly uncertain and inferior to the Hope merger. The Blue Hill Group's latest offer, despite a 4% increase, still leaves many unanswered questions.

Key reasons for rejection include:

• Reliance on potential investments from unnamed investors
• Lack of evidence for securing required regulatory approvals
• Uncertain completion of a tender offer
• Additional conditions, including due diligence

Territorial urges shareholders to vote 'yes' for the Hope Bancorp merger, emphasizing its benefits for shareholders, customers, employees, and communities.

Blue Hill Advisors and former Hawaii banking executive Allan Landon have increased their cash offer for Territorial Bancorp from $12.00 to $12.50 per share, representing a 27% premium over Hope Bancorp's proposed takeover. Blue Hill released a presentation titled "A Better Deal for Territorial," available at www.NewTerritorial.com, highlighting the superior value of their proposal. The investors behind the offer manage over $3 billion in assets and have a history of successful bank transactions. Territorial shareholders can change their vote before the October 10 special meeting if they wish to support Blue Hill's proposal.

Territorial Bancorp Inc. (TBNK) has reaffirmed its commitment to the proposed merger with Hope Bancorp, announced on April 29, 2024. The company rejected an unsolicited proposal from Blue Hill Advisors to acquire Territorial, citing it as highly uncertain and inferior to the Hope merger agreement. The Territorial Board found multiple flaws in the Blue Hill proposal, including:

• Lack of evidence of financial backing
• Uncertainty about securing regulatory approvals
• Various conditions, including due diligence and a 70% tender offer requirement

In contrast, the Hope merger has a fully negotiated agreement, regulatory applications in process, and no third-party financing required. Territorial urges shareholders to vote 'yes' for the Hope merger, emphasizing its potential benefits for customers, employees, and long-term strengthening of the company.

Blue Hill Advisors and other leading bank investors have reaffirmed their $12.00 per share cash offer for Territorial Bancorp Inc. (NASDAQ: TBNK). This offer represents a 29% premium to Territorial's closing price on September 12, 2024, and a 70% premium to its price before the Hope Bancorp merger announcement. The proposal allows up to 30% of existing shareholders to retain their stakes.

Key aspects of the offer include:

• Preserving Territorial as a Hawaii-focused institution
• Maintaining local leadership
• Providing opportunity for profitability and growth
• Creating jobs in Hawaii
• Allowing participating shareholders to benefit from potential value creation

The investors urge Territorial shareholders to support their proposal, which they believe offers superior value compared to the planned merger with Hope Bancorp (NASDAQ: HOPE).

Hope Bancorp (NASDAQ: HOPE) reported Q2 2024 net income of $25.3 million, or $0.21 per diluted share. Excluding notable items, net income was $26.6 million, or $0.22 per share. Key highlights include:

- Net interest margin expanded to 2.62%, up 7 basis points from Q1 2024
- Noninterest income increased 34% to $11.1 million, including $2.0 million from SBA loan sales
- Noninterest expense decreased 5% to $81.0 million
- Gross loans decreased slightly to $13.64 billion
- Total deposits remained stable at $14.71 billion
- Nonperforming assets decreased 37% to $67.3 million, or 0.39% of total assets
- Capital ratios improved, with Common Equity Tier 1 Capital Ratio at 12.70%

The company continues to make progress on improving financial performance following its strategic reorganization in Q4 2023. It's also planning for integration with Territorial Bancorp following their merger agreement in April 2024.

Territorial Bancorp Inc. (NASDAQ: TBNK) reported a net loss of $775,000, or $(0.09) per diluted share, for Q2 2024. The company announced a $0.01 per share dividend payable on August 23, 2024. Key highlights include:

- Strong capital position with tier one leverage ratio of 11.62% and risk-based capital ratio of 28.98%
- Low non-performing assets ratio of 0.06%
- Robust liquidity with $83 million in cash and access to $951 million in total liquidity
- Pending merger with Hope Bancorp, Inc. valued at approximately $78.6 million
- Net interest income decreased by $2.85 million year-over-year
- Total assets decreased to $2.17 billion from $2.24 billion in December 2023
- Deposits declined by $63.85 million to $1.57 billion