Territorial Bancorp Inc - TBNK STOCK NEWS

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.

Blue Hill Advisors and former Hawaii banking executive Allan Landon have reiterated their $12.50 per share cash offer for Territorial Bancorp Inc. (NASDAQ: TBNK), maintaining it as superior to the proposed merger with Hope Bancorp, Inc. (NASDAQ: HOPE). They urge shareholders to oppose the Hope merger, citing it as the second lowest valuation of an announced bank merger since 1983.

The investors argue that the Hope merger undervalues Territorial and would result in significant dilution for shareholders. They refute Territorial's claims about the merger's benefits, stating that it would actually result in a 7% discount to Territorial's current share price and lead to substantial job cuts.

Blue Hill Advisors emphasizes that their proposal offers a 26% premium and the opportunity for shareholders to participate in Territorial's recovery. They call on Territorial's Board to engage with their offer and urge shareholders to vote against the Hope merger at the upcoming November 6 special meeting.

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.