Hanmi Financial Corporation (NASDAQ:HAFC) ("Hanmi"), the holding
company for Hanmi Bank, today issued the following statement
regarding the announced definitive agreement between BBCN Bancorp,
Inc. (NASDAQ:BBCN) ("BBCN") and Wilshire Bancorp, Inc.
(NASDAQ:WIBC) ("Wilshire").
"We find it surprising that BBCN would have signed a definitive
agreement with Wilshire at an implied purchase price that
represents an approximately 5% discount to BBCN stockholders given
that, on November 23, a mere two weeks before this announcement,
our Board made a superior, premium proposal to combine with BBCN in
an all-stock transaction at an implied purchase price of $19.98 per
BBCN share," said Joseph K. Rho, Chairman of the Board of Hanmi.
"What is even more disappointing is that BBCN and its advisors did
not engage us in any discussions before entering into an inferior
agreement with Wilshire."
Hanmi believes that BBCN's failure to engage in discussions with
an interested strategic buyer, one that is capable both of
achieving significant synergies as a result of a combination and
higher growth than a combination between BBCN and Wilshire, is
inconsistent with the fiduciary duties of the BBCN Board of
Directors. Hanmi will continue to evaluate the proposed BBCN and
Wilshire transaction as details become available and, in light of
that, its own proposal to combine with BBCN. The Board of Directors
of Hanmi strongly believes that its proposal is superior, both
financially and strategically.
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: the ability to reach a negotiated
agreement with BBCN Bancorp; the ability to complete any proposed
transaction, including obtaining regulatory approvals and approval
by the stockholders of Hanmi and BBCN Bancorp, in each case on
expected timeframes or at all; the ability to successfully
integrate the two companies; the ability to achieve expected cost
savings and other synergies; 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.
Additional Information
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities.
This communication relates to a proposal which Hanmi has made
for a business combination transaction with BBCN Bancorp. In
furtherance of this proposal and subject to future developments,
Hanmi (and, if a negotiated transaction is agreed, BBCN Bancorp)
may file one or more documents with the SEC, including a
registration statement, a proxy statement, a tender offer statement
and/or others. Investors and security holders are urged to
carefully read any entire registration statement, proxy statement,
tender offer statement or other documents, if and when they become
available, as well as any amendments or supplements to these
documents, because they will contain important information about
the proposed transaction. Any definitive proxy statement (if and
when available) will be sent to the stockholders of each company
seeking any required stockholder approvals. Investors and security
holders will be able to obtain these documents free of charge from
the SEC's website or from Hanmi by writing to Hanmi, 3660 Wilshire
Boulevard, Penthouse A, Los Angeles, California 90010, Attention:
Investor Relations.
In connection with Hanmi's offer to combine with BBCN Bancorp,
Hanmi and/or BBCN Bancorp and their respective directors, executive
officers and certain other persons may be deemed to be participants
in the solicitation of proxies from Hanmi and BBCN Bancorp
stockholders in respect of the proposed transaction. Information
about the directors and executive officers of Hanmi and their
ownership of Hanmi common stock is set forth in the proxy statement
for Hanmi's 2015 annual meeting of stockholders, as previously
filed with the SEC. Information about the directors and executive
officers of BBCN Bancorp and their ownership of BBCN Bancorp common
stock is set forth in the proxy statement for BBCN Bancorp's 2015
annual meeting of stockholders, as previously filed with the SEC.
Stockholders may obtain additional information regarding the
interests of such participants by reading the registration
statement, proxy statement, tender offer statement or other filings
with the SEC when and if they become available.
CONTACT: 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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