Hanmi Financial Withdraws Proposal to Combine With BBCN Bancorp
18 December 2015 - 1:00AM
Hanmi Financial Corporation (NASDAQ:HAFC) ("Hanmi"), the holding
company for Hanmi Bank, today announced that it has withdrawn its
proposal to combine with BBCN Bancorp, Inc. (NASDAQ:BBCN) ("BBCN").
Hanmi’s decision to withdraw follows the announced definitive
agreement between BBCN and Wilshire Bancorp, Inc. (NASDAQ:WIBC)
("Wilshire").
The Board of Directors of Hanmi issued the
following statement:
While we strongly believe that Hanmi’s proposal was superior to
BBCN’s announced agreement with Wilshire, as a disciplined
acquirer, we have concluded that, at this time, continued pursuit
of a combination with BBCN is not in the best interests of our
stockholders.
We came to this determination after taking into consideration
BBCN’s decision to enter into an inferior agreement with Wilshire
without ever engaging in discussions with Hanmi regarding our
premium proposal. Hanmi also considered the $40 million break-up
fee provision in the Wilshire agreement, which would increase the
effective cost for Hanmi to combine with BBCN by approximately
$0.50 per share.
Hanmi remains focused on its disciplined growth strategy. With a
talented management team focused on the Korean American and broader
Asian-American communities, a strong balance sheet, outstanding
asset quality and a track-record of operational excellence, we are
well-positioned to capture future opportunities and continue
enhancing stockholder value. Hanmi’s superior capital and liquidity
positions will also allow us to capitalize on the dislocation that
the announced BBCN-Wilshire combination is creating. We appreciate
the support of our stockholders, customers and employees throughout
this process.
J.P. Morgan Securities LLC is serving as financial
advisor and Sullivan & Cromwell LLP is serving as legal advisor
to Hanmi.
About Hanmi Financial Corporation
Headquartered in Los Angeles, California, Hanmi
Financial Corporation owns Hanmi Bank, which serves multi-ethnic
communities through its network of 42 full-service branches and 6
loan production offices in California, Texas, Illinois, Virginia,
New Jersey, New York, Colorado, Washington and Georgia. Hanmi Bank
specializes in real estate, commercial, SBA and trade finance
lending to small and middle market businesses.
Forward Looking Statements
This communication contains forward-looking
statements, which are included in accordance with the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include, but are not limited to,
statements regarding Hanmi's offer to combine with BBCN Bancorp,
its expected future performance, and the combined company's future
financial condition, operating results, strategy and plans. All
statements in this communication other than statements of
historical fact are "forward-looking statements" for purposes of
federal and state securities laws. In some cases, you can identify
forward-looking statements by terminology such as "may," "will, "
"should," "could," "expects," "plans," "intends," "anticipates,"
"believes," "estimates," "predicts," "potential," or "continue," or
the negative of such terms and other comparable terminology.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.
These statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results, levels of
activity, performance or achievements to differ from those
expressed or implied by the forward-looking statements. These
factors include the following: failure to maintain adequate levels
of capital and liquidity to support operations; the effect of
potential future supervisory action against us or Hanmi Bank;
general economic and business conditions internationally,
nationally and in those areas in which we operate, including, but
not limited to, California, Illinois and Texas; volatility and
deterioration in the credit and equity markets; changes in consumer
spending, borrowing and savings habits; availability of capital
from private and government sources; demographic changes;
competition for loans and deposits and failure to attract or retain
loans and deposits; fluctuations in interest rates and a decline in
the level of our interest rate spread; risks of natural disasters
related to our real estate portfolio; risks associated with Small
Business Administration loans; failure to attract or retain key
employees; changes in governmental regulation; enforcement actions
against us and litigation we may become a party to; ability of
Hanmi Bank to make distributions to Hanmi, which is restricted by
certain factors, including Hanmi Bank's retained earnings, net
income, prior distributions made, and certain other financial
tests; ability to successfully and efficiently integrate the
operations of banks and other institutions we acquire; adequacy of
our allowance for loan losses; credit quality and the effect of
credit quality on our provision for loan losses and allowance for
loan losses; changes in the financial performance and/or condition
of our borrowers and the ability of our borrowers to perform under
the terms of their loans and other terms of credit agreements; our
ability to control expenses; and changes in securities markets. In
addition, Hanmi sets forth certain risks in our reports filed with
the U.S. Securities and Exchange Commission (the "SEC"), including,
Item 1A of our Annual Report on Form 10-K for the year ended
December 31, 2014, our Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K, which could cause actual results to differ
from those projected. We undertake no obligation to update these
forward-looking statements to reflect events or circumstances that
occur after the date, on which such statements were made, except as
required by law.
Investors
Ron Santarosa
213-427-5636
Christina C. Lee
213-427-5631
Larry Miller / Art Crozier
Innisfree M&A Incorporated
212-750-5833
Lasse Glassen
Addo Communications
310-829-5400
Media
Kelly Sullivan / Andrew Siegel / Dan Moore
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
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