Hanmi Financial Corporation Enters Into Agreement With Woori Finance Holdings Co. Ltd. for up to $240 Million Capital Infusion;
May 25 2010 - 10:06PM
Hanmi Financial Corporation (Nasdaq:HAFC), the holding company for
Hanmi Bank, today reported that it has entered into a securities
purchase agreement with Woori Finance Holdings Co. Ltd. for an
investment by Woori in Hanmi of up to $240 million.
Under the agreement, Woori will purchase a minimum of $210
million of Hanmi common stock at a purchase price of $1.20 per
share. Woori also has the option to purchase up to an additional
$30 million of Hanmi common stock. Hanmi intends to
contribute a substantial amount of the net proceeds from this
investment as new capital into Hanmi Bank. Following
the transactions contemplated by the securities purchase agreement
and the offering described below, it is anticipated that Woori will
own at least a majority of Hanmi's outstanding common stock. The
Woori investment is subject to regulatory and stockholder approval,
including the approval of the Federal Reserve Board, the
California Department of Financial Institutions and the Korean
Financial Services Commission, among other customary conditions to
closing.
In addition to Woori's investment, Hanmi intends
to commence a $120 million offering that will be
comprised of a $60 million rights offering to our existing
stockholders and a $60 million registered best efforts offering of
common stock (plus any additional shares of common stock that are
not subscribed for in the rights offering) to the public. The
rights offering will provide stockholders of record as of the close
of business on June 7, 2010 one subscription right for each share
of common stock owned on the record date. Each whole
subscription right will entitle the holder to purchase one share of
common stock directly from Hanmi at a subscription price of $1.20
per share. The shares offered in the registered best efforts
offering will be offered at the same purchase price per
share. The subscription rights will be issued on or about June
11, 2010 and shall be exercisable until 5:00 p.m. New York City
time on July 12, 2010, unless Hanmi extends the rights offering.
The registered offerings described in this press release will be
conducted under an existing effective shelf registration statement
declared effective by the SEC on November 30,
2009. Rights offering materials, including a prospectus
supplement and related prospectus and other items necessary to
exercise the rights, will be mailed to stockholders following the
time when a prospectus relating to the rights offering is filed
with the SEC. The rights being offered in the rights
offering, as well as the shares being offered in the best efforts
offering, may not be offered nor may offers to buy be accepted
prior to the time the prospectus supplement relating to the
offerings is filed with the SEC. The prospectus supplement and
related prospectus will contain important information about the
offering and investors are urged to read them carefully when
available. When available, copies of the prospectus supplement and
related prospectus may be obtained by contacting Hanmi Financial
Corp., Attn: Investor Relations, David J. Yang 213-637-4798.
A more complete summary of the terms and conditions of the
securities purchase agreement with Woori will be detailed in a
filing made on a Current Report on Form 8-K on or before June 1,
2010, with the Securities and Exchange Commission. A copy of
the 8-K filing will be available at www.hanmi.com or
www.sec.gov.
Additional Information
In connection with the proposed Woori investment, a proxy
statement relating to certain of the matters discussed in this news
release is expected to be filed with the SEC. When available,
copies of the proxy statement and other related documents may be
obtained for free from the SEC website (www.sec.gov) or by
contacting Hanmi Financial Corp., Attn: Investor Relations, David
J. Yang 213-637-4798. Hanmi's shareholders are advised to read the
proxy statement when it becomes available, because it will contain
important information, and Hanmi notes that the shareholder meeting
on the matters discussed in the proxy statement may occur after the
closing of the registered rights and best efforts offering. Hanmi,
its directors, executive officers and certain members of management
and employees may be considered "participants in the solicitation"
of proxies from Hanmi's shareholders in connection with certain of
the matters discussed in this news release. Information regarding
such persons and their interests in Hanmi is contained in Hanmi's
proxy statements and annual reports on Form 10-K filed with the
SEC. Hanmi has engaged the services of D.F. King & Co., Inc. to
assist in soliciting proxies. Shareholders and investors may
obtain additional information regarding the interests of Hanmi, its
directors and executive officers and D.F. King & Co., Inc. in
the matters discussed in this news release by reading the proxy
statement and other relevant documents regarding the matters
discussed in this news release, which are expected to be filed with
the SEC. Cautionary Statements The issuance of the
securities to Woori described in this news release have not been
and will not be registered under the Securities Act of 1933, as
amended, or any state securities laws, and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of the securities in any
jurisdiction or state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction or state. Forward-Looking
Statements This release contains forward-looking statements, which
are included in accordance with the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. 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 statement. These
factors include the following: inability to consummate the proposed
transactions with Woori on the terms contemplated in the agreement
with Woori; failure to receive regulatory or stockholder approval
for the transactions contemplated with Woori; inability to continue
as a going concern; inability to raise additional capital on
acceptable terms or at all; failure to maintain adequate levels of
capital and liquidity to support our operations; the effect of
regulatory orders we have entered into and potential future
supervisory action against us or Hanmi Bank; general economic and
business conditions internationally, nationally and in those areas
in which we operate; 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
("SBA") loans; failure to attract or retain key employees; changes
in governmental regulation, including, but not limited to, any
increase in FDIC insurance premiums; ability to receive regulatory
approval for Hanmi Bank to declare dividends to Hanmi Financial;
adequacy of our allowance for loan losses, credit quality and the
effect of credit quality on our provision for credit 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 successfully integrate acquisitions we
may make; our ability to control expenses; and changes in
securities markets. In addition, we set forth certain risks in our
reports filed with the Securities and Exchange Commission,
including our Annual Report on Form 10-K for the fiscal year ended
December 31, 2009 and current and periodic reports filed with the
Securities and Exchange Commission thereafter, which could cause
actual results to differ from those projected. We
undertake no obligation to update such forward-looking statements
except as required by law.
CONTACT: Hanmi Financial Corporation
Brian E. Cho, Chief Financial Officer
(213) 368-3200
David Yang, Investor Relations and Corporate Planning
(213) 637-4798
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