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
HONOLULU,
Oct. 29,
2024 /PRNewswire/ -- Blue Hill Advisors today issued
the following open letter to shareholders of
Territorial Bancorp Inc. ("Territorial" or the "Company")
(NASDAQ: TBNK).
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 per share cash offer for up to
100% of Territorial shares – that's a 25% premium to the
current value of the Hope consideration. Our proposal also allows
up to 49% 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 U.S.
Securities and Exchange Commission (the "SEC") on August 22, 2024.
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
U.S. Securities Act of 1933, as amended.
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.
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SOURCE Blue Hill Advisors