Blue Hill Advisors Announces ISS Recommendation AGAINST Territorial Bancorp Merger With Hope Bancorp; Says Proposed Merger With Hope "Does Not Appear To Maximize Value For Shareholders", Competing Offer "Appears Sufficiently Credible To Mitigate The Downside Risk Of Rejecting The Proposed Merger"

Concludes that Proposed Merger with Hope "Does Not Appear to Maximize Value for Shareholders"

Competing Offer "Appears Sufficiently Credible to Mitigate the Downside Risk of Rejecting the Proposed Merger"

Recommends Territorial Shareholders Vote Against All Proposals at the Upcoming Special Meeting

HONOLULU, Oct. 1, 2024 /PRNewswire/ -- Blue Hill Advisors LLC ("Blue Hill") and former Hawaii banking executive Allan Landon today announced that Institutional Shareholder Services Inc. ("ISS"), a leading independent proxy advisory firm, has recommended that shareholders of Territorial Bancorp Inc. ("Territorial" or the "Company") (NASDAQ:TBNK) vote AGAINST the proposed merger between Territorial and Hope Bancorp, Inc. ("Hope") (NASDAQ:HOPE) at the Company's Special Meeting of Stockholders on October 10, 2024.

In its report, ISS concludes that Hope's takeover of Territorial is not in the best interest of the Company's shareholders:1

• "Given the lack of a robust sales process, the fact that the merger agreement restrictions accepted by the board limit its ability to engage with a competing bidder, and the improved outlook for financial institutions, the proposed merger with HOPE does not appear to maximize value for shareholders."
• "Despite some uncertainty, the competing offer from Blue Hill appears sufficiently credible to mitigate the downside risk of rejecting the proposed merger – as reflected by the fact that shares are currently trading above the implied merger consideration."
• "Nonetheless, the deal was announced near TBNK's all-time low trading price, and a few months before the recent decision by the Federal Reserve to cut interest rates, both of which raise the concern that the board did not negotiate the transaction from a position of strength."
• "The board ran a limited sales process, primarily engaging with a bidder brought to it by its financial advisor, and only contacting two other banks that had previously expressed interest in a combination."
• "TBNK shares have rallied since the consortium's sweetened competing bid on Sept. 26, trading above the implied value of the merger consideration."
• "...the proposed 70 percent tender would allow shareholders to crystallize a cash premium for most of their shares and maintain a 30 percent interest in the company, thus providing certainty of value along with potential upside exposure."