BBCN Completes Acquisition of Pacific International
February 15 2013 - 5:00PM
Business Wire
BBCN Bancorp, Inc. (the “Company”) (NASDAQ: BBCN), the holding
company of BBCN Bank, today announced that it has completed the
acquisition of Seattle-based Pacific International Bancorp, Inc.
(“Pacific International”), the holding company of Pacific
International Bank (“PI Bank”). Effective February 16, 2013, all PI
Bank branches and offices will operate under the banner of BBCN
Bank.
“We are extremely excited to complete this merger, which
positions BBCN as the dominant Korean-American bank in terms of
branch offices and deposit market share in the Pacific Northwest,”
said Bonita I. Lee, Acting President and Chief Operating Officer of
BBCN. “We look forward to building on PI Bank’s strong heritage as
the first Korean-American bank in the Seattle area. With leadership
in international trade finance, unparalleled lending capacity
amongst our peers and strong financial condition, BBCN is well
positioned to capitalize on what we believe will be increasing
business opportunities in the Pacific Northwest in the years to
come.”
With the merger now completed, BBCN has $5.8 billion in total
assets, $4.5 billion in deposits and 44 branches in Southern
California, Northern California, New York, New Jersey, Washington
and Illinois.
Pursuant to the merger agreement, Pacific International
stockholders are entitled to receive 0.14121 shares of BBCN common
stock for each share of Pacific International common stock that
they owned as of the close of business February 15, 2013.
Stockholders of Pacific International who are in possession of
Pacific International Bancorp common stock certificates will
receive instructions, by mail, on how to exchange those shares for
BBCN common stock. Stockholders of Pacific International who hold
their shares in brokerage accounts will not need to take any action
to receive BBCN common stock through their accounts, based upon the
above-mentioned exchange ratio, for their Pacific International
common stock.
As previously announced, BBCN will retire Pacific
International’s $6.5 million in Series A Preferred Stock issued
under the U.S. Treasury’s TARP Capital Purchase Program, effective
as of the merger closing.
BBCN was advised by the law firm of Mayer Brown LLP and was
provided with a fairness opinion by Raymond James. Pacific
International was advised by the investment banking firm of Keefe,
Bruyette & Woods, Inc. and the law firm of Graham & Dunn
PC.
About BBCN Bancorp, Inc.
BBCN Bancorp, Inc. is the parent company of BBCN Bank, the
largest Korean-American bank in the nation with $5.6 billion in
assets as of December 31, 2012. The Company is a result of the
merger of equals of Nara Bancorp, Inc. and Center Financial
Corporation completed on November 30, 2011. Headquartered in Los
Angeles and serving a diverse mix of customers mirroring its
communities, BBCN operates 44 branches in California, New York, New
Jersey, Washington and Illinois, along with five loan production
offices in Seattle, Denver, Dallas, Atlanta and Northern
California. BBCN specializes in core business banking products for
small and medium-sized businesses, with an emphasis in commercial
real estate and business lending, SBA lending and international
trade financing. BBCN Bank is a California-chartered bank and its
deposits are insured by the FDIC to the extent provided by law.
BBCN is an Equal Opportunity Lender.
Forward-Looking Statements
This press release contains statements regarding the
contemplated future financial and operating results, benefits and
synergies of the merger and other statements about the future
expectations, beliefs, goals, plans or prospects of the management
of the Company. These statements are based on current expectations,
estimates, forecasts and projections and management assumptions
about the future performance of the company, as well as the
businesses and markets in which it operates. These statements
constitute forward-looking statements within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995. Words such
as “expects,” “believes,” “estimates,” “anticipates,” “targets,”
“goals,” “projects,” “intends,” “plans, “seeks,” and variations of
such words and similar expressions are intended to identify such
forward-looking statements which are not statements of historical
fact. These forward-looking statements are not guarantees of future
performance and involve certain risks, uncertainties and
assumptions that are difficult to assess. Actual outcomes and
results may differ materially from what is expressed or forecasted
in such forward-looking statements. Factors that may cause actual
outcomes to differ from what is expressed or forecasted in these
forward-looking statements include, among things: difficulties and
delays in integrating the formerly separate operations of BBCN
Bancorp and Pacific International Bancorp and achieving anticipated
synergies, cost savings and other benefits from the transaction;
higher than anticipated transaction costs; deposit attrition,
operating costs, customer loss and business disruption following
the merger, including difficulties in maintaining relationships
with employees, may be greater than expected; competitive pressures
among depository and other financial institutions may increase
significantly and have an effect on revenues; the strength of the
United States economy in general, and of the local economies in
which the combined Company will operate, may be different than
expected, which could result in, among other things, a
deterioration in credit quality or a reduced demand for credit and
have a negative effect on the combined Company’s loan portfolio and
allowance for loan losses; changes in the U.S. legal and regulatory
framework; and adverse conditions in the stock market, the public
debt market and other capital markets (including changes in
interest rate conditions) which would negatively affect the
combined Company’s business and operating results.
For a more complete list and description of such risks and
uncertainties, refer to recent filings made with the SEC by BBCN
Bancorp. Except as required under the U.S. federal securities laws
and the rules and regulations of the SEC, BBCN disclaims any
intention or obligation to update any forward-looking statements
after the distribution of this press release, whether as a result
of new information, future events, developments, changes in
assumptions or otherwise.
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