Group led by Al Landon makes unsolicited bid for Territorial Bancorp
A group represented by veteran banker Allan Landon made an unsolicited bid to buy Territorial Bancorp in Honolulu.
The $18.1 billion-asset Hope Bancorp in Los Angeles agreed in April to buy the $2.2 billion-asset Territorial for $78.6 million in a deal that is expected to close by the end of this year.
Territorial disclosed in a recent regulatory filing that it has been getting overtures from an investor group represented by Landan, the retired chairman and CEO of Bank of Hawaii.
The group, which has only identified Landan and Blue Hill Advisors among its members, gave notice in late August that it wanted to buy at least 70% of Territorial through several steps. The group proposed initially buying convertible preferred stock, with Territorial using the proceeds to commence a tender offer at $12 a share.
Hope has said that its offer values Territorial at $8.82 a share.
If investors failed to tender at least 70% of Territorial’s stock, the transaction would be terminated and the company would have to return the proceeds from the preferred stock sale. Territorial noted that it would have to pay Hope a $3 million termination fee to pursue the deal proposed by Landan’s group.
Territorial is also barred from entertaining any other offer unless it is considered to be a “superior proposal” to the existing deal with Hope. Territorial claims that the Landon group’s offer doesn’t qualify as a superior offer – due in part to the “conditions, execution risks and timing concerns” – asserting that pursuing the deal would violate its agreement with Hope.
Landon, when informed of Territorial’s decision, pushed back in Sept. 10 correspondence.
“We believe that the … offer is superior from a financial point of view,” Landan said.
“We do need to confirm the financial and other disclosures in the public files of Territorial, but I expect a short due diligence process,” he added. “Unlike the Hope transaction, our proposal does not require regulatory approval of an acquisition or merger.”
Territorial, in its filing, pushed back.
“The Landon conditional proposal [is] markedly inferior to the Hope merger” due to “the expected timing and the minimal number of conditions” tied to selling to Hope. Territorial also cited “unknown timing and conditions” of the investor group’s proposal.
President Obama in 2015 nominated Landon to one of the two vacancies on the Federal Reserve Board but Republicans stymied his nomination.