Oct. 26 at 2:35 PM
$TBNK Investors behind Territorial Bancorp proposal send disclosure to board
Investors behind a proposal submitted on August 26 to the Board of Directors of Territorial Bancorp have disclosed information about themselves in an addendum sent to Territorial's outside counsel. The investors have offered repeatedly since late August to engage with the Board and advance their proposal toward a binding agreement that they believe will be better for all Territorial stakeholders. The Addendum offers additional details about the seven seasoned bank investors backing the proposal, whose individual expressions of interest in acquiring Territorial shares total
$134M.
That is
$26M more than the amount required to tender for 100% of Territorial's shares at a price of
$12.50 per share and nearly
$80M more than the amount required to tender for 51% of Territorial's shares, a new reduced minimum threshold the investors have committed to in the Addendum. The investors collectively manage
$3.4B in investor capital and comprise a mix of funds, family offices and private investors who have executed hundreds of transactions like this. Two of the investors have opted to remain anonymous due to the Board's history of aggressive and misleading public statements - detailed information about them is nevertheless provided in the Addendum.
"Territorial has perpetuated a false narrative about the relative risks of these two transactions. Territorial's shareholders and Board should be comforted by the strong, oversubscribed interest in this transaction among the seven experienced investors who are backing this proposal," said Jason Blumberg, Managing Member of Blue Hill Advisors. "Our proposal clearly exceeds the threshold of 'reasonably likely to lead to a Superior Proposal,' and the Board should engage immediately." Thus far, however, the investors have been stymied by the Board's refusal to engage on any level.
The Board has declined every overture, citing Territorial's merger agreement with Hope which prohibits engagement until the Board determines that a proposal is "reasonably likely to lead to a Superior Offer." The investors firmly believe they have always cleared the "reasonably likely" hurdle and opted to send the Addendum to put to rest any questions about the viability of their offer. The investors are now calling on the Board to uphold its fiduciary duty to shareholders and explore a potentially superior proposal that values Territorial at a 25% premium to the current value of the consideration shareholders would receive in a sale to Hope. The Board should stop provoking the investors with ludicrous demands - for example, suggesting that Blue Hill Advisors, one of the investors behind the proposal, should make a sight-unseen "legally binding 'hell or highwater' commitment" - and instead engage quickly.
Blumberg concluded, "Territorial shareholders should continue voting AGAINST the sale to Hope to force the Board to the table. The special meeting can be postponed one more time if Territorial cannot achieve the requisite shareholder support on November 6. The Board can use the extra time between now and the next meeting to give the investors access to information to finalize this superior proposal."
