Territorial Bancorp Inc. shareholders have approved a management- recommended takeover by a California bank over a rival bid by investors who lobbied heavily for a self- described better deal.
Honolulu-based Territorial announced that stockholders with a majority of shares in the parent of Hawaii’s fifth-largest bank approved the acquisition by Los Angeles-based Hope Bancorp Inc. at a special meeting Wednesday.
Under terms of the acquisition, agreed to in April by the boards of both banks, Territorial shareholders are to receive 0.8 share of Hope Bancorp stock in exchange for each Territorial share they own.
Shares of Territorial closed Wednesday at $11.31 after the vote announcement, up from $10.30 Tuesday, and then dropped to $10.68 Thursday. Shares of Hope closed at $14.35 Wednesday, up from $12.49 Tuesday, and then fell to $13.52 Thursday.
The share conversion for Territorial owners is to be based on Hope’s stock price upon the transaction’s completion, which is expected by the end of the year subject to regulatory approval and closing conditions being met.
On Thursday, Territorial disclosed that about 5.2 million votes were cast in favor of the Hope acquisition and about 1.9 million votes against it.
The vote, which had been postponed from Oct. 10, followed a concerted effort by an advisory firm representing investors led by former Bank of Hawaii CEO Allan Landon to have Territorial’s board and shareholders reject the Hope bid in favor of one by the investors offering to pay Territorial shareholders $12.50 cash per share.
That effort coordinated by Blue Hill Advisors LLC included an Oct. 29 “open letter” to shareholders, an increase in Blue Hill’s share purchase price to $12.50 from $12 in September, a recommendation of its current offer by proxy advisory firm Institutional Shareholder Services Inc. and confidential disclosures about the investors to Territorial’s board.
Blue Hill claimed that its offer represented a superior deal for Territorial shareholders.
“We urge Territorial shareholders to support our proposal and vote AGAINST the value destructive sale to Hope,” the company stated on a website promoting its offer, newterritorial.com.
Territorial’s board considered the Blue Hill offer inferior in part due to uncertainties over the investment group completing its proposed purchase.
Territorial, founded in 1921, has about $2 billion in assets and 28 branches on Oahu, Maui, Kauai and Hawaii island. The Hawaii bank is expected to retain its brand name and branches as part of the acquisition by Hope.
Leaders of Territorial said shareholders who become owners of Hope stock will realize “significant upside value” under a bigger, more diversified regional bank with an attractive dividend and compelling growth opportunities, while customers should see a seamless transition.
Hope Bancorp operates Bank of Hope, which has about $17 billion in assets and 46 branches in California, Washington, Texas, Illinois, New York, New Jersey, Alabama and Georgia.
“We expect our combination with Bank of Hope to strengthen Territorial for the long term, providing many advantages for our customers and employees as we become part of a larger organization with greater resources, enhanced technology platforms, and an expanded array of banking products and services,” Allan Kitagawa, Territorial CEO, president and board chair, said in a statement.
