Hanmi Financial Corporation Enters Into Amendment No. 2 to the Securities Purchase Agreement With Woori Finance Holdings
November 30 2010 - 4:40PM
Hanmi Financial Corporation (Nasdaq:HAFC) (the "Company"), the
holding company for Hanmi Bank, announced today that it entered
into Amendment No. 2 ("Amendment No. 2") to the Securities Purchase
Agreement, dated May 25, 2010, by and between the Company and Woori
Finance Holdings Co. Ltd. ("Woori"), as previously amended by
Amendment No. 1 ("Amendment No. 1") to Securities Purchase
Agreement, dated September 30, 2010 (as amended, the "Purchase
Agreement").
The Amendment changes the Outside Date (as that term is defined
in the Agreement) from November 15, 2010 to December 31, 2010,
frees the Company from exclusivity with Woori, and eliminates the
Company's obligation to pay a termination fee. The Amendment allows
the Company, if needed, to pursue further fundraising efforts
and/or alternative proposals to acquire control of the Company.
In addition, the termination provision of the Agreement is
supplemented by the Amendment to allow either party to terminate
the Agreement in the event the Company sells any capital stock at a
price per share less than a $1.20, and Woori to terminate the
Agreement if sales of the Company's capital stock prior to the
Closing (as that term is defined in the Agreement) would result in
Woori acquiring less than 40% of the capital stock of the Company
on an as-converted and fully-diluted basis at the Closing, assuming
the sale at the Closing of 175 million shares of common stock of
the Company to Woori at $1.20 per share.
Finally, the Amendment also provides for a release of the
Company by Woori from liability for any losses that Woori may
suffer on or after the date of this Amendment as a result of a
breach by the Company of the capitalization or material contracts
representations in the Agreement. Woori is released by the
Company from liability for any losses that the Company may suffer
on or after November 15, 2010 as a result of a breach by Woori of
the knowledge of conditions representation in the Agreement.
On November 24, 2010, Woori informed the Company that on
November 22, 2010, Woori filed a request with the Board of
Governors of the Federal Reserve System ("FRB") that processing of
the application Woori filed with the FRB on June 22, 2010 be
suspended to allow additional information regarding Woori's U.S.
subsidiary bank to be developed and provided to the FRB. The
requested suspension will continue until such time as the FRB staff
determines that processing of the application may continue.
"Woori has informed us that it is working diligently with its
subsidiary and the subsidiary's regulators with the goal of
receiving all required governmental approvals and closing its
proposed $210 million investment in our Company," said Jay Yoo,
President and Chief Executive Officer. "Woori indicated that
the suspension allows it additional time to develop the
requested information and address any issues raised by the
subsidiary's regulators without requiring Woori to withdraw
its application and restarting the application process from the
beginning," added President Yoo.
This press release may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of
1934, as amended, and, as such, may involve known and unknown
risks, uncertainties and assumptions. Any forward-looking
statements relate to the Company's current expectations and are
subject to the limitations and qualifications set forth in this
press release, as well as in the Company's other documents filed
with the U.S. Securities and Exchange Commission, including,
without limitation, that actual events and/or results may differ
materially from those projected in such forward-looking
statements.
CONTACT: Hanmi Financial Corporation
Brian E. Cho, Chief Financial Officer
(213) 368-3200
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