Territorial Bancorp: Blue Hill has provided no basis to deem interest ‘superior’

Territorial Bancorp (TBNK) is mailing a letter to Territorial shareholders in connection with the Company’s upcoming Special Meeting of Stockholders to vote on the proposed merger with Hope Bancorp, Inc. (HOPE) and related proposals. The Special Meeting is scheduled for November 6, 2024 at 8:30 a.m., Hawai’i Time. Territorial shareholders of record as of August 14, 2024 are entitled to vote at or before the meeting. The letter said, in part, “On November 6, 2024, Territorial Bancorp is holding a Special Meeting of Stockholders to vote on our pending merger with Hope Bancorp. Failure to approve the merger could have significant negative consequences for the value of your investment and Territorial’s continued success…n negotiating the Hope Bancorp merger agreement, the Territorial Board obtained important protections for our shareholders – namely a superior proposal provision. This provision enables the Board to have discussions with parties who present an alternative to the Hope Bancorp merger so long as the alternative proposal is real, fully financed and actually or likely “superior” to the Hope transaction. To meet this standard, the alternative proposal must, among other things, be more favorable to our shareholders from a financial point of view and be reasonably likely to close. Blue Hill has not met these and other thresholds…The Territorial Board takes its fiduciary responsibilities seriously. Absent more information from Blue Hill, there is no basis to engage with Blue Hill or reach a determination that their illusory, non-binding, highly conditional preliminary indication of interest is superior, likely to lead to a superior proposal, or is in Territorial shareholders’ best interests. In contrast, with Hope Bancorp, we will become part of a larger, more diversified regional bank, unlocking new value creation opportunities for shareholders while building on our more than 100-year legacy of serving and supporting our local Hawai’i communities. We are on a path to complete the Hope Bancorp transaction by the end of this year, subject to the condition that a majority of our shares are voted in favor of it. Your vote is important – no matter how many, or how few, shares you own. Every vote counts. So please, join me and the entire Territorial Board and management team by voting FOR the Hope Bancorp merger by internet, phone or mail today.”