Blue Hill Advisors to Territorial Shareholders: No Risk to Territorial if Board Engages with Us

Core Viewpoint - Blue Hill Advisors is urging Territorial Bancorp's Board to engage with their competing offer, which they believe is superior to the proposed sale to Hope Bancorp, emphasizing that the Board's refusal to consider this offer may breach their fiduciary duty [1][2][6]. Group 1: Offer Details - Seven investors, including Blue Hill Advisors, have made a cash offer of $12.50 per share for up to 100% of Territorial shares, representing a 25% premium over the current value of the Hope consideration [3][4]. - The proposal allows up to 49% of existing shareholders to remain as shareholders, providing them with the option to participate in Territorial's potential upside [3]. - Blue Hill Advisors has attempted to engage with Territorial's Board on at least nine occasions since August, but all requests have been declined [3][4]. Group 2: Merger Agreement Insights - The merger agreement with Hope allows Territorial's Board to explore competing offers if they are "reasonably likely to lead to a Superior Proposal," which Blue Hill Advisors asserts their offer meets [3][4]. - The Board's claims of having unanswered questions about the proposal can be resolved by signing a Non-Disclosure Agreement (NDA) and engaging in due diligence [4][5]. - Allowing due diligence would not jeopardize the Hope deal, as Hope cannot withdraw unless Territorial changes its recommendation or breaches the merger agreement [5][6]. Group 3: Shareholder Actions - Shareholders are encouraged to vote against the Hope merger at the adjourned special meeting on November 6, 2024, to facilitate the exploration of the superior offer [1][8]. - The Board is accused of pressuring shareholders to approve the Hope deal without adequately considering a better option, which could be detrimental to their fiduciary responsibilities [6][7]. - The Hope deal is described as one of the worst seen, with concerns about its regulatory approval status, as Hope's previous acquisition attempt in 2017 failed to gain approval [7][8].