The SVB Financial Merger Is a Financially and
Strategically Compelling Transaction
Transaction Is the Result of a Robust Process
Led by a Strong Independent Board Intensely Focused on Maximizing
Shareholder Value
HoldCo’s Proposal Is Reckless, Misguided and
Threatens Shareholder Value
The Board of Directors of Boston Private Financial Holdings,
Inc. (NASDAQ: BPFH) (“Boston Private”), a leading provider of
integrated wealth management, trust and banking services to
individuals, families, businesses and nonprofits, today sent a
letter to Boston Private’s shareholders regarding the previously
announced definitive merger agreement with SVB Financial Group
(NASDAQ: SIVB) (“SVB Financial”).
The letter underscores how the SVB Financial transaction
provides the best path for maximizing value for Boston Private
shareholders. Highlights include the following:
The SVB Financial merger is a financially and strategically
compelling transaction
- Attractive price: Based on SVB Financial’s closing price on
March 15, 2021, the value of the per share merger consideration of
$14.67 represents:
- a 74% premium to Boston Private’s unaffected share price on
December 31, 2020;
- an 86% premium to the volume weighted average closing price of
Boston Private common stock for the 30 days ended December 31,
2020;
- a 108% premium to the volume weighted average closing price of
Boston Private common stock for the 60 days ended December 31,
2020; and
- a 128% premium to the volume weighted average closing price of
Boston Private common stock for the 90 days ended December 31,
2020.
- Exceptional timing: Locking-in the fixed exchange ratio in
early January allowed Boston Private shareholders to capture the
significant upside potential in the price of SVB Financial common
stock based on SVB Financial’s continued strong performance,
generating over $300 million in incremental value for Boston
Private’s shareholders since the announcement of the merger, above
and beyond the almost 30% premium already embedded in the implied
value of the merger consideration at the time of announcement of
the merger, which was already the second-highest announcement date
premium in a major bank transaction in the past three years; 1
and
- Enhanced market positioning: The merger is a compelling
strategic combination that will provide access to SVB Financial’s
expansive and growing client network and position at the center of
the innovation economy to enhance Boston Private’s wealth
management platforms. The merger will allow the combined company to
leverage its scale and financial capabilities to make additional
investments in innovation and technology to deliver more innovative
solutions, capabilities and infrastructure and enhance the
experience of Boston Private clients, driving future value creation
for Boston Private shareholders as future SVB Financial
shareholders.
The transaction is the result of a robust process led by a
strong independent Board intensely focused on maximizing
shareholder value
- Comprehensive process: The independent Boston Private Board
conducted extensive analysis and considered all available
alternatives for Boston Private over an extended period, including
a review of other potential strategic partners and the company’s
standalone plan;
- Thorough oversight and leadership by independent Board: The
Board was consistently engaged throughout the process, with
negotiations led by a working group comprised of two independent
directors with significant M&A experience and Boston Private’s
Chief Executive Officer. The Board deliberately sequenced the
negotiating process with SVB Financial to ensure that any
negotiations between Mr. DeChellis or other members of management
and SVB Financial related to post-closing employment or retention
arrangements occurred only after negotiations regarding the amount
of the merger consideration and the other material transaction
terms had been finalized; and
- Value maximization: The transaction with SVB Financial is the
value-maximizing alternative for Boston Private shareholders. The
Board successfully negotiated for SVB Financial to increase its
price on multiple occasions. SVB Financial made the only proposal
to acquire Boston Private, none of the informal inquiries by any
other parties prior to the announcement of the transaction
demonstrated value or certainty for Boston Private shareholders
comparable to the SVB Financial transaction, and since announcement
of the transaction, no party has submitted any proposal, offer or
indication of interest of any kind with respect to a competing
transaction.
HoldCo Asset Management, LP’s (“HoldCo”) proposal is a
reckless gamble that reflects its inexperience in banking
- Reckless gamble: HoldCo’s roll-the-dice attempt to take control
of the Boston Private Board and re-explore strategic alternatives
ignores the significant risks in voting against the SVB Financial
merger on the unfounded hope that a previously unknown acquiror
will suddenly materialize to deliver more value than the
financially and strategically compelling high-premium transaction
already negotiated with SVB Financial;
- Misleading analysis: HoldCo fails to analyze Boston Private’s
standalone plan and financial forecasts and the risks and
challenges associated with that plan, while relying on a
superficial contribution analysis that ignores the fundamentally
different growth profiles of Boston Private and SVB Financial and
an unsubstantiated “sum of the parts” analysis with assumptions
that contravene even the most basic valuation principles. HoldCo’s
valuation analysis is simply not credible and belies HoldCo’s
assertions that it has the experience or industry knowledge to
guide an exploration of alternatives for Boston Private or dictate
the strategic direction of the company’s ongoing operations;
- Misguided potential breach: HoldCo’s plan ignores the express
terms of the merger agreement, which requires Boston Private to use
reasonable best efforts to complete the merger with SVB Financial
on the agreed terms and if necessary restructure the transaction
and re-solicit shareholder approval until the January 3, 2022
termination date is reached, and precludes an immediate re-review
of strategic alternatives as advocated by HoldCo; and
- Dangerous inexperience: HoldCo’s inexperience in the banking
space was recently laid bare after it was forced to withdraw its
purported nomination notice with respect to two of its nominees to
the Boston Private Board – HoldCo’s own co-founders Michael
Zaitzeff and Vikaran Ghei – due to its parallel threatened proxy
fight against Berkshire Hills Bancorp, Inc., where it concurrently
also nominated Mr. Zaitzeff to the Berkshire board of directors.
HoldCo was evidently unaware of longstanding banking laws
prohibiting such proposed director interlocks. HoldCo is an
activist hedge fund with no prior experience managing any company,
much less a bank, and no apparent familiarity with the regulatory
regime under which Boston Private operates, asking Boston Private
shareholders to simply take a flyer on its uninformed, unreliable
and unachievable strategies.
The Boston Private Board unanimously recommends that
shareholders vote on the WHITE proxy card “FOR” the proposed
transaction with SVB Financial and “FOR” the other matters to be
considered at the April 27, 2021 special meeting.
The full text of the letter from the Board of Directors to
shareholders follows.
March 19, 2021
Dear Boston Private Shareholders:
Boston Private recently announced a value-maximizing transaction
for its shareholders pursuant to which it will be acquired by SVB
Financial.
The Boston Private Board of Directors (the “Board”) unanimously
recommends that you vote FOR this transaction, which is the result
of a robust process overseen by your independent Board that
carefully considered the company’s available alternatives, and
concluded that the transaction maximizes value for, and is in the
best interests of, all Boston Private shareholders.
If the merger with SVB Financial is completed, holders will
be entitled to receive, for each share of Boston Private common
stock owned, $2.10 in cash and 0.0228 shares of SVB Financial
common stock, an implied value of $14.67 per share of Boston
Private common stock based on the closing stock price of SVB
Financial common stock on March 15, 2021, representing a 74%
premium to Boston Private’s unaffected share price on December 31,
2020, the last trading day prior to the date of announcement of the
merger agreement.
Please vote on the WHITE proxy card “FOR” the proposed
transaction with SVB Financial and “FOR” the other matters to be
considered at the April 27, 2021 special meeting to approve the
transaction. You can vote by mail, over the Internet or by a
toll-free telephone call. Simply follow the instructions on the
attached WHITE proxy card. We urge you to vote by telephone or over
the Internet to ensure your vote is received in time to be counted
at the special meeting.
Your vote is very important, regardless of how many shares
you own. The failure to vote your shares or an abstention from
voting has the same effect as a vote against the transaction. The
transaction cannot be completed unless the merger agreement is
approved by the affirmative vote of at least 66 2/3% of the
outstanding shares of Boston Private common stock entitled to
vote.
You may receive communications from an entity called HoldCo
Asset Management, LP seeking your support to defeat the transaction
with SVB Financial. For the reasons stated below and in Boston
Private’s definitive proxy statement filed with the SEC, your Board
is unanimous in its opposition to HoldCo’s efforts and recommends
you ignore their communications and not vote any of their gold
proxy cards. If you have voted on a gold proxy card, please vote
FOR the proposed transaction with SVB Financial using a WHITE proxy
card. Only your latest dated vote counts.
THE TRANSACTION MAXIMIZES VALUE FOR BOSTON
PRIVATE SHAREHOLDERS
The Board believes that the transaction with SVB Financial is a
financially and strategically compelling opportunity that maximizes
value for, and is in the best interests of, all Boston Private
shareholders.
- As detailed in the company’s definitive proxy statement filed
with the SEC, the Board remained focused at all times on maximizing
value for shareholders and successfully negotiated for SVB
Financial to increase its price on multiple occasions. SVB
Financial increased the value of the merger consideration offered
from $7.60 per Boston Private share in August 2020 to $10.94 per
Boston Private share as of December 31, 2020, the last trading day
prior to the date of announcement of the merger agreement. As a
result of the significant appreciation in SVB Financial’s stock
price since the announcement of the transaction, the merger
consideration represents an implied value of $14.67 based on SVB
Financial’s closing price on March 15, 2021, corresponding to:
- a 74% premium to Boston Private’s unaffected share price on
December 31, 2020;
- an 86% premium to the volume weighted average closing price of
Boston Private common stock for the 30 days ended December 31,
2020;
- a 108% premium to the volume weighted average closing price of
Boston Private common stock for the 60 days ended December 31,
2020; and
- a 128% premium to the volume weighted average closing price of
Boston Private common stock for the 90 days ended December 31,
2020.
- The Board conducted extensive due diligence and concluded that
SVB Financial’s business had the capability to deliver strong
operating results in the future. By locking in a fixed exchange
ratio and announcing a transaction when it did in early January
2021, the Board enabled Boston Private shareholders to benefit from
the appreciation in SVB Financial’s stock price since the
announcement of the transaction based on its continued strong
performance.
- That SVB Financial’s stock price has continued to increase
since the announcement of the merger, outperforming the KBW Nasdaq
Bank Index by more than 1,700 basis points, is a testament to the
financial and operational strength of SVB Financial and underscores
the wisdom of securing SVB Financial’s agreement on a fixed
exchange ratio in early January 2021.
- To date, based on SVB Financial’s closing price on March 15,
2021, the fixed exchange ratio has generated over $300 million in
incremental value for Boston Private’s shareholders above and
beyond the almost 30% premium already embedded in the implied value
of the merger consideration at the time of the announcement of the
merger, which was already the second-highest announcement date
premium in a major bank transaction in the past three years.2
- The merger is a compelling strategic combination that will
provide access to SVB Financial’s expansive and growing client
network and position at the center of the innovation economy to
enhance Boston Private’s wealth management platforms. The combined
company will be well positioned to leverage its scale and financial
capabilities to make additional investments in innovation and
technology to deliver more innovative solutions, capabilities and
infrastructure and enhance the experience of Boston Private
clients, driving future value creation for Boston Private
shareholders as future SVB Financial shareholders.
HOLDCO’S “ANALYSES” ARE BASED ON
UNSUBSTANTIATED AND INCORRECT ASSUMPTIONS
In contrast to your Board’s detailed analytical processes and
careful judgment, HoldCo Asset Management, LP (“HoldCo”) has
concocted misleading valuation analyses based on unsubstantiated
and incorrect assumptions.
- Using a superficial and misleading back-of-the-envelope
contribution analysis that ignores the fundamentally different
financial, growth and valuation profiles of Boston Private and SVB
Financial, HoldCo generates a valuation range with a midpoint that
is 2.8 times Boston Private’s closing price on December 31, 2020.
Not one major bank merger in the last 10 years has included a
premium at that level3 – highlighting just how outlandish HoldCo’s
analysis is.
- HoldCo’s “sum of the parts” valuation is also based on a flawed
and shoddy analysis that rests on unrealistic and unsubstantiated
assumptions. Among other such assumptions, HoldCo’s analysis
ignores the restructuring costs inherent in a strategic merger and
misrepresents the value of the transaction synergies by assuming,
without elaboration or explanation, an arbitrarily high synergy
estimate (well above the synergy target that SVB Financial was
comfortable forecasting after extensive due diligence) and moreover
that a potential buyer would pass through 100% of those transaction
synergies to Boston Private shareholders. HoldCo provides no
justification for this or any of the other assumptions used in its
analysis, nor does it explain why a “sum of the parts” valuation,
much less one that assumes no separation costs, is at all relevant
to analyzing a bank with deeply interdependent business lines.
-
HoldCo appears to take issue with the fact that SVB Financial’s
stock price has outperformed the SNL U.S. Bank Index over an
extended period, further enhancing the value of the merger
consideration to Boston Private shareholders, and blithely
concludes that the stock must be overvalued. In reality, SVB
Financial has long traded at a premium to peers and bank indices,
reflecting the market’s appreciation of SVB Financial’s
consistently strong execution and fundamentally different growth
profile relative to most other banks. Based on its due diligence,
the Board concluded that SVB Financial’s business had the
capability to deliver strong operating results in the future, and
that there was significant upside potential in the price of SVB
Financial common stock and therefore in the value of the merger
consideration. For that reason, it was important from a value
perspective to negotiate a fixed exchange ratio and announce a
transaction by the beginning of 2021 so that Boston Private
shareholders would benefit from the potential appreciation in SVB
Financial’s stock price as it delivered strong operating results,
which is exactly what has occurred.
- HoldCo’s inability to ground its analysis in facts or tether
its assumptions or conclusions to reality is particularly
concerning given the significant amount of time the Boston Private
management team spent attempting to openly and candidly engage with
HoldCo over the course of three meetings in the summer and fall of
2020.
- HoldCo’s valuation analysis is simply not credible and belies
its assertions that it has the experience or industry knowledge to
guide an exploration of alternatives for Boston Private or dictate
the strategic direction of the company’s ongoing operations.
THE PROPOSED TRANSACTION WITH SVB FINANCIAL
IS THE RESULT OF AN EXTENSIVE AND ROBUST PROCESS DESIGNED TO
MAXIMIZE VALUE FOR ALL SHAREHOLDERS
The Board conducted a robust, objective and comprehensive
process to evaluate all of Boston Private’s strategic and financial
alternatives, and has concluded that the proposed transaction with
SVB Financial offers Boston Private shareholders the best option to
maximize the value of their investment.
- Prior to entering into exclusive negotiations with SVB
Financial, the Board analyzed with its financial advisor the
universe of alternative potential strategic merger partners and
discussed and considered several informal inbound inquiries over a
period of a number of months. SVB Financial was the only party that
made a proposal to acquire Boston Private, and no inquiry by any
other party demonstrated value or certainty for Boston Private
shareholders comparable to the merger with SVB Financial.
- In determining whether to pursue SVB Financial’s enhanced final
proposal and ultimately to enter into the merger agreement with SVB
Financial, or to instead reject SVB Financial’s proposal and pursue
discussions with other potential strategic parties, the Board
carefully weighed and considered the potential benefits and risks
of each alternative. The Board concluded that there were unlikely
to be other potential counterparties that would (i) be a better
strategic fit for Boston Private than SVB Financial, (ii) offer
terms more favorable to Boston Private’s shareholders than those
offered by SVB Financial, or (iii) offer better prospects for
future growth and value accretion for the benefit of Boston
Private’s shareholders.
- There were significant risks from a value, confidentiality,
competitive and employee retention perspective of rejecting SVB
Financial’s proposal or delaying negotiations with SVB Financial in
favor of pursuing discussions with other potential parties, and
Boston Private’s business and franchise could have been
substantially impaired if there were significant employee or
customer attrition following a leak or market rumors regarding a
transaction. The Board considered these risks to be especially
acute given the importance of human capital to the value of Boston
Private’s businesses, including its wealth management business. The
Board also concluded that there was a significant risk of losing
the meaningful potential value creation from a transaction with SVB
Financial, particularly in view of SVB Financial’s enhanced
proposal being expressly conditioned on Boston Private’s
willingness to enter into exclusive negotiations. On balance, the
Board determined that the benefits of the merger with SVB Financial
far outweighed the risks of rejecting or attempting to delay SVB
Financial’s final proposal and pursuing discussions with other
potential strategic parties instead.
- To date, no party has put forth any competing proposal to the
merger, let alone a strategic transaction that would offer Boston
Private shareholders superior value as compared to the transaction
with SVB Financial.
- HoldCo’s suggestion that another party “offered a higher price
than what SVB Financial was proposing at the time” is patently
false. As is detailed in the company’s definitive proxy statement,
no other party made any offer to acquire Boston Private; rather,
one potential party approached the company casually based on
speculation that Boston Private might be considering a strategic
business combination and indicated that, subject to numerous
contingencies, it might consider a valuation at a tangible book
value multiple in a general price range of $10.50. This highly
contingent oral indication was below the $10.94 implied value of
the merger consideration as of the execution of the merger
agreement and substantially below its current implied value of
$14.67 based on the closing price of SVB Financial common stock on
March 15, 2021. This party never submitted any letter, indication
of interest or other written expression of interest, nor did it
propose any specific transaction terms, or indicate whether an
actual proposal was expected to be discussed with or approved by
its board of directors. Over the following month, and continuing
through the present day, no proposal or indication of interest was
ever provided by or on behalf of this party and no further
inquiries from this party were ever received.
HOLDCO IS ATTEMPTING TO GAIN YOUR SUPPORT BY
PEDDLING MISREPRESENTATIONS REGARDING THE NEGOTIATIONS WITH SVB
FINANCIAL TO SERVE HOLDCO’S OWN AGENDA
HoldCo is attempting to mislead Boston Private shareholders by
falsely painting the transaction with SVB Financial as a
conflict-ridden, management-friendly sweetheart deal. HoldCo’s
assertions have no basis in fact.
- When SVB Financial approached Boston Private about pursuing a
potential transaction, the Board took deliberate action to ensure
the best and value-maximizing outcome for Boston Private
shareholders.
- When it became clear that SVB Financial was interested in
pursuing a strategic combination with Boston Private at a
substantial premium to Boston Private’s trading price, the Board
formed a working group comprised of Boston Private’s CEO, Anthony
DeChellis, and two financially sophisticated independent directors
with significant M&A experience, which led negotiations with
SVB Financial on the terms of the transaction and the negotiation
of the exchange ratio. This process was specifically designed to
ensure that independent members of the Board with substantial deal
experience and savvy were integrally involved in negotiating the
key transaction terms and could report back to the full Board.
- The Board deliberately sequenced the negotiating process to
ensure that no discussions or negotiations between Mr. DeChellis or
other members of management and SVB Financial relating to
post-closing employment or retention arrangements would occur until
after negotiations regarding the amount of the merger consideration
and the other material transaction terms had been finalized. It was
not until December 27, 2020, many months after SVB Financial’s
initial indication of interest and almost a full month after Boston
Private and SVB Financial had reached a preliminary agreement on a
pricing and exchange ratio methodology that was ultimately applied
to determine the finally agreed exchange ratio, that SVB Financial
first provided a term sheet to Mr. DeChellis outlining the proposed
terms for his continued employment following completion of the
merger.
- The Board remained fully engaged throughout the transaction
process. It held 11 meetings over a period of months to carefully
consider, review and evaluate the various proposals made by SVB
Financial in the context of the company’s standalone plan and
available alternatives.
- HoldCo’s unfounded assertions that the merger diverts value
from shareholders to management, and that Mr. DeChellis led merger
negotiations on behalf of Boston Private but was conflicted and
improperly incentivized to push for a deal with SVB Financial, are
simply false. The Board followed a deliberate, thorough,
independent director-driven process that delivered a
value-maximizing transaction to Boston Private shareholders.
- HoldCo baselessly criticizes Mr. DeChellis’s compensation
package with SVB Financial, but conveniently ignores key facts that
undermine its position. Mr. DeChellis’s employment agreement with
SVB Financial was negotiated on an arm’s length basis after all of
the material terms of the transaction, including the price, had
been negotiated between Boston Private and SVB Financial. During
the course of negotiations, Mr. DeChellis agreed, among other
things, to forego termination protection with respect to his
potential SVB Financial sign-on equity awards, to waive termination
protection with respect to the portion of his existing Boston
Private equity awards that will convert into SVB Financial awards
if the merger is completed, and to forfeit performance-based Boston
Private stock options with a grant date value of $1.25 million.
HoldCo’s analysis is riddled with numerical and analytical errors,
and simply ignores facts that are inconvenient for HoldCo’s false
narrative, including misleadingly comparing Mr. DeChellis’s target
bonus under his agreement with SVB Financial to his actual, rather
than target, bonus with Boston Private.
- HoldCo cites $7.5 million of retention awards across a group of
eight executives as evidence that the proposed transaction is an
exercise in “corporate wealth distribution” from shareholders to
executives. The retention payments were offered by SVB Financial
(not Boston Private’s Board) to retain Boston Private’s key
employees through and following the closing of the merger, and each
is appropriately structured for retention – executives will not
receive their full retention amounts unless they remain employed
with SVB Financial for a full four years after completion of the
merger. These customary (and relatively modest for a transaction of
this size) arrangements were put in place only after the merger was
announced and the pricing and other transaction terms were agreed,
a fact that HoldCo unashamedly ignores. Ultimately, HoldCo’s
attacks amount to nothing more than a smokescreen manufactured to
serve its own agenda.
HOLDCO’S OPPOSITION TO THE SVB FINANCIAL
TRANSACTION IS HIGHLY RECKLESS, THREATENS TO BREACH THE MERGER
AGREEMENT AND REFLECTS HOLDCO’S INEXPERIENCE IN BANKING
Though it relies on smoke and mirrors to advance its
“arguments,” HoldCo has been transparent in its aspirations – it
hopes to mislead enough Boston Private shareholders so that if the
merger is not approved at the special meeting, HoldCo can run a
proxy contest to elect a slate of directors to the Board and
explore alternative transactions. Such a “plan” – delegating the
strategy on ongoing operations of Boston Private and its
subsidiaries to an unproven activist hedge fund whose principals
have no management experience whatsoever – is extraordinarily risky
on its face. The resulting employee and customer attrition and
deterioration of the Boston Private franchise could only possibly
be redeemed if HoldCo can find a mystery acquiror to suddenly
materialize and offer more value than the financially and
strategically compelling high-premium transaction negotiated with
SVB Financial. The fact that no such mystery acquiror has come
forward to date should give reasonable investors serious cause for
concern about the entirety of HoldCo’s campaign.
HoldCo’s inexperience in the banking and financial institutions
space and in managing and operating banks, and the attendant risks
to Boston Private and its shareholders of such inexperience, was
recently laid bare after HoldCo was forced to withdraw its
purported nomination notice with respect to two of its nominees to
the Boston Private Board – HoldCo’s own co-founders Michael
Zaitzeff and Vikaran Ghei – due to its parallel threatened proxy
fight against Berkshire Hills Bancorp, Inc., where it also
nominated Mr. Zaitzeff to the Berkshire board of directors.
HoldCo’s apparent unawareness of longstanding banking laws
prohibiting such proposed director interlocks highlights the
significant risks and challenges that Boston Private would face
with HoldCo at the helm attempting to navigate a highly complex
regulatory regime with which it has virtually no experience.
And yet, the fact that HoldCo’s proposal is an irresponsible
gamble by an inexperienced player is just one of its infirmities.
HoldCo’s plan to explore alternative transactions also threatens to
breach the merger agreement with SVB Financial, with potentially
significant adverse consequences for Boston Private
shareholders.
- HoldCo’s purported plan ignores the express terms of the merger
agreement, which provide that SVB Financial and Boston Private must
in good faith use their reasonable best efforts to negotiate a
restructuring of the transaction, without changing the merger
consideration or other material terms, and/or resubmit the merger
agreement to Boston Private’s shareholders for approval if Boston
Private shareholders fail to approve the merger agreement at the
special meeting.
- The merger agreement contains provisions customary in bank
merger transactions that prohibit exactly what HoldCo is advocating
– abandoning the transaction with SVB Financial and promptly
initiating a broad auction process to sell the company or pursue
other strategic alternatives. Unless the parties mutually agree to
terminate the merger agreement, until the January 3, 2022
termination date is reached or another termination event occurs,
neither party can abandon the transaction and each must use
reasonable best efforts to complete the merger. The merger
agreement thus precludes an immediate further review of strategic
alternatives or auction process, as urged by HoldCo.
- These provisions are fully disclosed in Boston Private’s proxy
statement and included in the merger agreement, which was filed
with the SEC and has been publicly available since early January
2021. HoldCo presumably either has not taken the time to read the
merger agreement and is unaware of these contractual restrictions
or is indifferent to them and would have Boston Private willfully
breach the merger agreement. In either case, HoldCo’s proposed
course of action is irresponsible, would result in a violation of
the express requirements of the merger agreement and would expose
Boston Private to uncapped potential damages.
For these reasons, and the reasons set out in greater detail
in Boston Private’s definitive proxy statement mailed to
shareholders, the Board unanimously recommends that you vote on the
WHITE proxy card “FOR” the proposed transaction with SVB Financial
and “FOR” the other matters to be considered at the special
meeting.
Your vote is very important, regardless of how many shares
you own. The failure to vote your shares or an abstention from
voting has the same effect as a vote against the transaction.
The transaction cannot be completed unless the merger agreement
is approved by the affirmative vote of at least 66 2/3% of the
outstanding shares of Boston Private common stock entitled to
vote.
If you have any questions or need assistance voting your shares,
please contact Innisfree M&A Incorporated, Boston Private’s
proxy solicitor, by calling toll-free at (877) 800-5187, or for
banks and brokers, collect at (212) 750-5833.
On behalf of the Boston Private Board, thank you for your
continued support of Boston Private.
Sincerely,
The Boston Private Board
About Boston Private
Boston Private is a leading provider of integrated wealth
management, trust and banking services to individuals, families,
businesses and nonprofits. For more than 30 years, Boston Private
has delivered comprehensive advice coupled with deep technical
expertise to help clients simplify their lives and achieve their
goals. The firm offers the capabilities of a large institution with
the superior service of a boutique firm to clients across the
United States. Boston Private is the corporate brand of Boston
Private Financial Holdings, Inc. (NASDAQ: BPFH). For more
information, visit www.bostonprivate.com.
Advisors
Wachtell, Lipton, Rosen & Katz is serving as legal counsel
to Boston Private and Morgan Stanley & Co. LLC is acting as
financial advisor to Boston Private.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including but not limited to SVB Financial’s and/or Boston
Private’s expectations or predictions of future financial or
business performance or conditions. Forward-looking statements are
typically identified by words such as “believe,” “expect,”
“anticipate,” “intend,” “target,” “estimate,” “continue,”
“positions,” “prospects” or “potential,” by future conditional
verbs such as “will,” “would,” “should,” “could” or “may”, or by
variations of such words or by similar expressions. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time. Forward-looking
statements speak only as of the date they are made and we assume no
duty to update forward-looking statements. Actual results may
differ materially from current projections. In addition to factors
previously disclosed in SVB Financial’s and Boston Private’s
reports filed with the U.S. Securities and Exchange Commission (the
“SEC”), the following factors, among others, could cause actual
results to differ materially from forward-looking statements or
historical performance: ability to obtain regulatory approvals and
meet other closing conditions to the merger, including approval by
Boston Private’s shareholders on the expected terms and schedule;
delay in closing the merger; the outcome of any legal proceedings
that have been or may be instituted against SVB Financial or Boston
Private; the occurrence of any event, change or other circumstance
that could give rise to the right of one or both parties to
terminate the merger agreement providing for the merger;
difficulties and delays in integrating Boston Private’s business or
fully realizing cost savings and other benefits; business
disruption following the merger; changes in asset quality and
credit risk; the inability to sustain revenue and earnings growth;
the inability to retain existing Boston Private clients; the
inability to retain Boston Private employees; changes in interest
rates and capital markets; inflation; customer borrowing,
repayment, investment and deposit practices; customer
disintermediation; the introduction, withdrawal, success and timing
of business initiatives; competitive conditions; the inability to
realize cost savings or revenues or to implement integration plans
and other consequences associated with mergers, acquisitions and
divestitures; economic conditions; the impact, extent and timing of
technological changes, capital management activities, and other
actions of the Federal Reserve Board and legislative and regulatory
actions and reforms; and the impact of the global COVID-19 pandemic
on SVB Financial’s and/or Boston Private’s businesses, the ability
to complete the proposed merger and/or any of the other foregoing
risks. Annualized, pro forma, projected and estimated numbers are
used for illustrative purpose only, are not forecasts and may not
reflect actual results.
Important Additional Information and Where
to Find It
In connection with the proposed merger, SVB Financial has filed
with the SEC a registration statement on Form S-4 that includes the
proxy statement of Boston Private and a prospectus of SVB
Financial. The registration statement on Form S-4, as amended, was
declared effective by the SEC on March 17, 2021, and Boston Private
commenced mailing of the definitive proxy statement/prospectus to
its shareholders on or about March 19, 2021. This communication
does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. INVESTORS AND
SHAREHOLDERS OF BOSTON PRIVATE ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS REGARDING
THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION.
A free copy of the definitive proxy statement/prospectus, as
well as other filings containing information about SVB Financial
and Boston Private, may be obtained at the SEC’s Internet site
(http://www.sec.gov). Copies of documents filed with the SEC by SVB
Financial will be made available free of charge on SVB Financial’s
website at http://ir.svb.com or by contacting SVB Financial’s
Investor Relations department at 408.654.7400; 3005 Tasman Drive,
Santa Clara, CA 95054; or ir@svb.com. Copies of documents filed
with the SEC by Boston Private will be made available free of
charge on Boston Private’s website at http://ir.bostonprivate.com
or by contacting Boston Private’s Investor Relations department at
617.912.4386; 10 Post Office Square, Boston, MA 02109; or
abromley@bostonprivate.com.
Participants in the
Solicitation
SVB Financial, Boston Private and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of Boston
Private in connection with the proposed merger. Information about
the directors and executive officers of SVB Financial is set forth
in the proxy statement for SVB Financial’s 2021 Annual Meeting of
Stockholders, which was filed with the SEC on March 4, 2021, and
other documents filed by SVB Financial with the SEC. Information
about the directors and executive officers of Boston Private is set
forth in Boston Private’s Form 10-K for the year ended December 31,
2020, as amended, and other documents filed by Boston Private with
the SEC. Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the definitive proxy
statement/prospectus regarding the proposed merger. Free copies of
this document may be obtained as described in the preceding
paragraph.
_________________
1 Bank transactions in excess of $500
million since January 1, 2018.
2 Bank transactions in excess of $500
million since January 1, 2018.
3 Bank transactions in excess of $500
million since January 1, 2011.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210319005084/en/
Investor Relations Adam Bromley (617) 912-4386
abromley@bostonprivate.com
Media Lucy Muscarella (617) 912-4402
lmuscarella@bostonprivate.com
Boston Private Financial (NASDAQ:BPFH)
Historical Stock Chart
From Apr 2024 to May 2024
Boston Private Financial (NASDAQ:BPFH)
Historical Stock Chart
From May 2023 to May 2024