Territorial Bancorp Confirms Commitment to Hope Bancorp Merger

Territorial Bancorp Affirms Commitment to Proposed Merger

Territorial Bancorp Inc. today reaffirmed its Board of Directors' strong commitment to pursue a merger with Hope Bancorp, Inc. This decision follows the unsolicited proposal from Blue Hill Advisors LLC to acquire Territorial. As the landscape evolves, the Board believes the merger with Hope presents a more secured and favorable path forward.

Response to Unsolicited Proposal

In the announcement, Allan S. Kitagawa, who serves as Chairman, CEO, and President of Territorial, expressed that while Blue Hill’s proposal offers a nominally higher purchase price, significant uncertainties overshadow its viability. "The Board evaluated the unsolicited letter twice. After careful deliberation and with the insights of independent legal and financial advisors, we found the Blue Hill proposal to be speculative and highly uncertain when compared to the well-structured merger agreement with Hope," Kitagawa stated.

Critical Flaws in Blue Hill's Proposal

The Blue Hill proposal faced scrutiny due to several critical flaws:

• The proposal lacked transparency, as it was presented on behalf of a group of largely unidentified investors without any proof of their financial backing.

• There was no evidence to ensure the unidentified group could secure necessary regulatory approvals on time, if at all.

• The proposal included multiple conditions, such as due diligence and achieving a minimum tender offer from 70% of Territorial’s outstanding shares, making it less attractive. In contrast, the merger with Hope has already undergone diligent evaluation, needing very few remaining conditions before completion.

The Board, therefore, strongly rejected the Blue Hill proposal, asserting that moving forward with the merger with Hope aligns with the best interests of shareholders.

Strengthening Ties and Enhancing Services

The merger is expected to create a synergy between two companies dedicated to their respective customer bases and communities. Territorial's clients can anticipate continued benefits derived from the bank's emphasis on robust relationship banking, personalized service, and customized financial solutions.

Beyond ongoing client commitments, the proposed union is poised to fortify Territorial’s operations. Joining forces with Hope will facilitate access to broader organizational resources, improved technology, and a wider range of banking products and services, promising long-term advantages for both customers and employees.

Information on the Hope Merger

In line with the recent developments surrounding the proposed merger, Hope has submitted a Registration Statement on Form S-4 to the U.S. Securities and Exchange Commission (SEC), which includes the Proxy Prospectus. This document has been made available to Territorial’s stockholders. Interested parties are encouraged to read through the Proxy Prospectus and any related documents thoughtfully, as they contain essential information pertaining to the transaction.

Get Connected with Territorial Bancorp

Territorial Bancorp Inc. operates as the stock holding company for Territorial Savings Bank, which has been serving clients since 1921 from its headquarters and 28 branch offices across the state. The bank is committed to enhancing its service offerings and prioritizing customer relationships.

Frequently Asked Questions

What is the current status of the merger between Territorial and Hope Bancorp?

The merger is confirmed as being strongly supported by the Board of Directors of Territorial Bancorp, despite competing proposals.

What factors led to the rejection of Blue Hill’s proposal?

The Board rejected Blue Hill’s offer due to its lack of transparency, unverified financial backing, and numerous conditions that made it speculative.

How will the merger benefit Territorial Bancorp’s customers?

Customers will benefit from improved resources, technology, and a broader range of products and services as part of a larger organization.

Where can I find more information about the proposed merger?

Information can be found in the Proxy Prospectus that has been filed with the SEC, along with any additional relevant materials provided by Hope and Territorial.

What has been the company’s longest-standing commitment?

Territorial Bancorp has a long history and commitment to relationship banking, emphasizing personalized financial solutions for its customers.

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