Shareholders of Territorial Bancorp in Honolulu approved the company’s planned sale to Hope Bancorp in Los Angeles.
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Shareholders of Territorial Bancorp in Honolulu on Wednesday voted in favor of a sale to Los Angeles-based Hope Bancorp, ending a contentious and protracted campaign to derail the deal and paving a path to close it by the end of this year.
The deal, announced in April, faced major hurdles in recent weeks after an investor group stepped in with acompeting offer — and a higher price tag — that called into question the merits of Hope’s offer. The shareholder vote was originally scheduled for October but was delayed to muster support.
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The combination still needs regulatory approval.
“We expect our combination with Bank of Hope to strengthen Territorial for the long term, providing many advantages for our customers and employees as we become part of a larger organization with greater resources, enhanced technology platforms, and an expanded array of banking products and services,” Territorial Chairman and CEO Allan Kitagawa said in a press release after the vote. “We greatly appreciate the hard work of our employees and their unwavering commitment to delivering outstanding service as we progress toward the closing of this transaction.”
The $17.4 billion-asset Hope agreed in April to an all-stock deal valued at $78.6 million. Hope previously said its offer priced Territorial at $8.82 per share and that it expected to close the transaction by Dec. 31.
However, an investor group led byBlue Hill Advisors and former Bank of Hawaii CEO Allan Landon made a competing offer in August. Its initial cash bid valued Territorial at $12 per share. It later upped that to $12.50 per share.
“We think our offer is clearly superior,” Landon said in an interview ahead of the vote.
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Territorial’s shares traded above $11 on Wednesday.
Landon said the Hope offer came before the Federal Reserve made clear that it planned to cut interest rates and provide relief to community banks such as Territorial, whose securities portfolios and earnings have been under pressure. The Fed lowered its benchmark interest rate by 50 basis points in September and signaled more reductions could follow.
Territorial swung to a third-quarter net loss of $1.3 million, or 15 cents per share, from year-earlier net income of $880,000, or 10 cents per share. Territorial holds older bonds and other assets at low rates and had to pay more for deposits over the past couple years. As a result, its third-quarter net interest income decreased by nearly $2.6 million from a year earlier to $7.5 million.
However, with rates now declining, Landon said the bank’s earnings are poised to recover, and Territorial was worth more than the Hope offer implied.
Before the vote, Yakira Capital Management, one of Territorial’s largest shareholders, urged the bank to consider the Blue Hill offer, calling it financially superior.
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“We continue to question why the board is so vehemently against an offer that provides approximately 25% more value for shareholders,” the Westport, Connecticut-based investment manager said. It owns more than 1% of Territorial’s shares.
That statement came on the heels of proxy advisor Institutional Shareholder Services supporting consideration of the Blue Hill offer.
However, ISS reversed its position ahead of the vote, and proxy advisor Glass Lewis also recommended that shareholders get behind the Hope deal.
In a letter to shareholders last week, Territorial’s board said it remained committed to the Hope deal. The board said the Blue Hill bid presented too many uncertainties and ultimately did not appear stronger than the Hope package when all factors were considered.
The $2.2 billion-asset bank’s board said that the Blue Hill offer was made on behalf of investors who had not presented sufficient evidence that they had the financial wherewithal to follow through on their offer or the expertise to secure regulatory approvals.
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Territorial also said it would have to pay Hope a $3 million termination fee to pursue the investor group’s offer — an expensive risk given uncertainty about whether the competing offer was sound.
The Blue Hill-led group in October provided an addendum to its offer to provide additional details about the “seven seasoned bank investors backing the proposal, whose individual expressions of interest in acquiring Territorial shares total $134 million,” according to a press release at the time. “That is $26 million more than the amount required to tender for 100% of Territorial’s shares at a price of $12.50 per share.”
The investors collectively manage $3.4 billion “and comprise a mix of funds, family offices and private investors who have executed hundreds of transactions like this,” according to the group’s press release.
Territorial’s shareholder vote was webcast Wednesday afternoon Eastern time. Executives, who were not immediately available to comment, said on the webcast that a majority of shareholders voted in favor of the Hope sale. They said a precise tally would follow in a forthcoming Securities and Exchange Commission filing.
A Blue Hill spokesman said Wednesday the group would await the SEC filing before commenting.
At UH Hilo, ʻōlelo Hawaiʻi is not simply a subject taught in classrooms, it is a living language that connects us to this place, to one another, and to the generations who came before us.
This column is by Pelehonuamea Harman, director of Native Hawaiian engagement at the University of Hawaiʻi at Hilo. In her columns, Pele shares Native Hawaiian protocols on the use of ōlelo Hawaiʻi (Hawaiian language), cultural traditions, traditional ways of Indigenous learning, and more. This column is on Mahina ʻOlelo Hawaiʻi (Hawaiian Language Month), celebrated every February to honor the Hawaiian language.Pelehonuamea Harman
Each year, the month of Pepeluali marks Mahina ʻŌlelo Hawaiʻi, a time dedicated to celebrating and uplifting the Hawaiian language. At the University of Hawaiʻi at Hilo, ʻōlelo Hawaiʻi is not simply a subject taught in classrooms, it is a living language that connects us to this place, to one another, and to the generations who came before us.
While Pepeluali gives us a focused moment of celebration, the Hawaiian language should not live only within a single month. ʻŌlelo Hawaiʻi thrives when it is used every day.
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One of the simplest and most meaningful ways to begin is by pronouncing the words we already encounter daily with accuracy and care. Hawaiian is an oral language carried through voice and relationship. When we take the time to say words correctly, we demonstrate respect for the language and for the poʻe (people) who have worked tirelessly to ensure its survival.
Across our own campus, we have opportunities to do this every day.
Let us honor the names of our places by using them fully:
An attendee at celebrations on May 6, 2023, takes a photo of the new Edith Kanakaʻole mural by artist Kamea Hadar. The mural is located at Edith Kanakaʻole Hall, named after beloved educator Aunty Edith, on the campus of UH Hilo. (Photo: UH System News)
Kanakaʻole Hall, not “K-Hall.” (Formally Edith Kanakaʻole Hall, named after our beloved kumu.)
Waiʻōlino, not “CoBE,” for our College of Business and Economics. (Formally Hānau ʻO Waiʻōlino; waiʻōlino literally means sparkling waters, alluding here to bringing forth waters of wellbeing and prosperity.)
These names are not merely labels for buildings. They carry ʻike (knowledge), history, and meaning. Speaking them in their entirety acknowledges the stories and values embedded within them.
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Using ʻōlelo Hawaiʻi does not require fluency. It simply requires willingness. Each of us already knows words we can begin using more intentionally.
Greet one another with aloha.
Express gratitude with mahalo whenever possible.
Small choices like these help normalize Hawaiian language in our daily interactions and strengthen UH Hilo’s identity as a place grounded in Hawaiʻi.
One of the most common questions I am asked is: How do you respond in ʻōlelo Hawaiʻi when someone says “mahalo” to you?
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Here are three simple and appropriate responses:
ʻAʻole pilikia — It’s no problem.
He mea iki — It is just a little thing.
Noʻu ka hauʻoli — The pleasure is mine.
There is no single correct answer. What matters most is participating in the exchange and allowing the language to live through conversation.
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Aerial view of the UH Hilo campus with Hilo Bay in the distance. UH Hilo’s commitment to Native Hawaiian success and place-based education calls on all of us to help create an environment where ʻōlelo Hawaiʻi is visible, audible, and welcomed. (Archive photo)
UH Hilo holds a unique and important role as Hawaiʻi Island’s university. Our commitment to Native Hawaiian success and place-based education calls on all of us to help create an environment where ʻōlelo Hawaiʻi is visible, audible, and welcomed.
You do not need to wait until you feel ready. You do not need to know many words. The language grows stronger each time it is spoken.
So during Mahina ʻŌlelo Hawaiʻi and throughout the entire year I encourage the UH Hilo ʻohana to:
Use the Hawaiian words you already know.
Pronounce names and places with intention and care.
Greet others with aloha.
Share mahalo often.
Because when we use ʻōlelo Hawaiʻi, we are doing more than speaking words, we are helping to perpetuate and uplift the native language of our home.
E ola ka ʻōlelo Hawaiʻi. Let the Hawaiian language live.
Hawaii Rainbow Warriors Tread Rosenthal, Trevell Jordan and Louis Sakanoko put up a triple block against BYU Cougars Trevor Herget during Wednesday’s NCAA men’s volleyball match at the Bankoh Arena at Stan Sheriff Center.
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Kainoa Wade came on strong to lead another balanced Hawaii attack with 16 kills and the third-ranked Rainbow Warriors responded to a rare set loss in a big way to defeat No. 6 Brigham Young 27-25, 23-25, 25-17, 25-18 tonight.
A Bankoh Arena at Stan Sheriff Center crowd of 4,800, who showed up for a match scheduled just three weeks ago as a late addition to the schedule, saw Hawaii (13-1) drop the second set despite hitting .538.
UH had full command of the rest of the match and finished the night hitting .460 as a team. Louis Sakanoko added 15 kills, six digs and three aces and Adrien Roure had 14 kills in 24 swings.
Middle Travell Jordan posted a season-high seven kills in 11 swings with four blocks and Ofeck Hazan, who came into the match to start the third set, had four kills and two blocks.
Trent Moser had 18 kills to lead the Cougars (13-3), whose previous two losses came in five sets against No. 4 UC Irvine.
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UH’s loss in the second set was just its sixth of the season and third in its 13 wins. Hawaii has won 10 matches in a row.
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The two teams will play again on Friday night at 7.