Blue Hill Advisors and Investors Reiterate Superior Proposal for Territorial Bancorp and Refute Territorial's Assertions

PR Newswire

HONOLULU, Oct. 9, 2024

Reaffirm Commitment to Superior $12.50 Per Share Cash Offer for Territorial

Correct the Record on Board's Misleading Claims About the Hope Merger and Investor Proposal

Call on Shareholders to Remain Opposed to Merger with Hope as Board Refuses to Engage Toward Better Offer

Provide Updated Shareholder Presentation

HONOLULU, Oct. 9, 2024 /PRNewswire/ -- Blue Hill Advisors and former Hawaii banking executive Allan Landon today reiterated their previously announced superior $12.50 per share cash offer for Territorial Bancorp Inc. ("Territorial" or the "Company") (NASDAQ: TBNK) and corrected the record on Territorial's numerous assertions regarding the proposed merger with Hope Bancorp, Inc. ("Hope") (NASDAQ: HOPE) and the investor proposal. They also provided an updated presentation urging Territorial shareholders to remain unreservedly opposed to the "merger" between Territorial and Hope, a transaction which carries the second lowest valuation of an announced bank merger since 1983 and came after Territorial shareholders bore a nearly 70% decrease in value over five years.

"Shareholders should reject the fire-sale price that Hope is paying for Territorial," said Jason Blumberg, Managing Member of Blue Hill Advisors. "It is unfortunate that Territorial's Board has resorted to delays and misinformation instead of engaging with a better offer. The Board is giving shareholders little choice but to emphatically oppose the merger with Hope."

"We remain committed to our superior offer and are ready to move quickly through due diligence and closing if the Board changes their position," said Mr. Landon.

The updated presentation, which can be found at www.NewTerritorial.com, makes the case for opposing the Hope "merger" on the grounds that it was struck at the worst possible time for shareholders, dramatically undervalues Territorial and deprives shareholders of any recovery in the value of their shares due to the massive dilution they would suffer. In stark contrast, the investor proposal provides a substantial 26% premium or the opportunity to participate in the Territorial's recovery.

In addition, the presentation lays bare and corrects the record on Territorial's numerous false and misleading claims including:

 
Misleading Claims About Hope      Fact Check  Fact 
Merger 
--------------------------------  ----------  -------------------------------- 
Shareholders will receive a 25%   FALSE       Shareholders would receive $9.95 
premium                                       if the Hope merger closed on 
                                              10/7, a 7% discount to 
                                              Territorial's share price of 
                                              $10.67 
--------------------------------  ----------  -------------------------------- 
The Hope merger is good for       FALSE       Hope plans to cut >25% of 
employees                                     Territorial's operating expenses 
                                              ($10.5 million) 
--------------------------------  ----------  -------------------------------- 
Territorial shareholders should   FALSE       Territorial has slashed its 
be happy about getting an 11                  dividend from 23 cents to 1 cent 
cent dividend                                 over the last year 
--------------------------------  ----------  -------------------------------- 
Territorial shareholders will     FALSE       Hope shareholders will reap the 
benefit longer term from a                    rewards while Territorial 
combination with Hope                         shareholders will own a paltry 
                                              5.6% of the combined company 
--------------------------------  ----------  -------------------------------- 
The Hope merger is close to       FALSE       The Hope merger requires 
receiving the required                        regulatory approvals from four 
regulatory approvals                          different federal and state 
                                              banking agencies, the status of 
                                              which is unknown 
--------------------------------  ----------  -------------------------------- 
Hope is a safe and attractive     FALSE       Hope's balance sheet is saddled 
investment                                    with risky commercial real 
                                              estate loans at a time when 
                                              those assets are under intense 
                                              regulatory pressure and 
                                              scrutiny 
--------------------------------  ----------  -------------------------------- 
Territorial will remain a local   FALSE       Hope is headquartered in Los 
bank                                          Angeles 
--------------------------------  ----------  -------------------------------- 
 
 
Misleading Claims About Investor  Fact Check  Fact 
Proposal 
--------------------------------  ----------  -------------------------------- 
The proposal is from Blue Hill    FALSE       The proposal is from six 
Advisors                                      discrete experienced bank 
                                              investors and former Hawaii 
                                              banking executive Allan Landon 
--------------------------------  ----------  -------------------------------- 
The investors are seeking to      FALSE       The six discrete investors will 
acquire or otherwise take                     each make a non-controlling 
control of Territorial                        investment in Territorial 
--------------------------------  ----------  -------------------------------- 
The investors don't have the      FALSE       The investors possess over $3 
financing to complete the                     billion AUM in the aggregate and 
proposed investment                           have more than enough liquidity 
                                              to complete the investment on 
                                              the proposed terms 
--------------------------------  ----------  -------------------------------- 
The investors would have a tough  FALSE       The investors' non-control 
time securing regulatory                      regulatory approval process is 
approval                                      straightforward and has been 
                                              completed by numerous investors 
--------------------------------  ----------  -------------------------------- 
The tender offer is unlikely to   FALSE       A leading proxy solicitation 
be successful                                 firm has indicated that our 70% 
                                              minimum tender threshold is 
                                              readily achievable. However, the 
                                              investors are willing to 
                                              consider a lower threshold to 
                                              complete our transaction 
--------------------------------  ----------  -------------------------------- 
 

In addition to the updated presentation, investors can find more information on the superior proposal at www.NewTerritorial.com.

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.

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