Hanmi Financial Withdraws Proposal to Combine With BBCN Bancorp
LOS ANGELES, Dec. 17, 2015 (GLOBE NEWSWIRE) -- Hanmi Financial Corporation (NASDAQ:HAFC) ("Hanmi"), the holding company for Hanmi Bank, today announced that it has withdrawn its proposal to combine with BBCN Bancorp, Inc. (NASDAQ:BBCN) ("BBCN").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
Released December 17, 2015