Territorial Bancorp (US:TBNK) Prnewswire·2024-10-25 22:51Core Viewpoint - Investors are urging the Board of Territorial Bancorp Inc. to consider their proposal, which they believe offers a superior alternative to the current merger agreement with Hope, emphasizing the need for engagement and transparency from the Board [1][3][4]. Group 1: Investor Proposal Details - The investors backing the proposal have expressed interest in acquiring Territorial shares totaling $134 million, exceeding the required amount for both 100% and 51% of shares at $12.50 per share [2]. - The investors manage a total of $3.4 billion in capital and include seasoned bank investors, family offices, and private investors with extensive transaction experience [2]. - The proposal includes a reduced minimum tender requirement from 70% to 51%, indicating a strategic shift to facilitate the acquisition process [1][2]. Group 2: Board Engagement and Responsibilities - The investors are calling on the Board to fulfill its fiduciary duty by exploring their proposal, which they argue values Territorial at a 25% premium compared to the current offer from Hope [4]. - The Board has been criticized for its refusal to engage with the investors, citing the existing merger agreement with Hope as a barrier [3][5]. - The investors assert that the Board's position is unjustifiable and creates unnecessary roadblocks to finalizing a potentially superior offer [5][6]. Group 3: Shareholder Actions and Recommendations - Shareholders are encouraged to vote against the sale to Hope during the special meeting on November 6, 2024, to pressure the Board into negotiations [7]. - The investors believe that any deal would be preferable to the current agreement with Hope, which they argue is undervalued and detrimental to shareholder interests [6]. - Shareholders who previously voted in favor of the Hope merger can still change their votes before the upcoming meeting [8].