Actionable news
All posts from Actionable news
Actionable news in HAFC: Hanmi Financial Corporation,

Hanmi Financial Proposes To Combine With Bbcn Bancorp EXHIBIT 99.1

The following excerpt is from the company's SEC filing.

Filed by Hanmi Financial Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: BBCN Bancorp, Inc. Commission File No.: 000-50245

Hanmi Financial Proposes to Combine With BBCN Bancorp

All-Stock Proposal at an Implied Purchase Price of $19.98 Per Share

Provides BBCN Bancorp Stockholders with a 15.3% Premium

Proposed Transaction Delivers Substantial Earnings Per Share Accretion to Both Companies' Stockholders

LOS ANGELES, Nov. 23, 2015 (GLOBE NEWSWIRE) -- Hanmi Financi al Corporation (NASDAQ:HAFC) ("Hanmi"), the holding company for Hanmi Bank, today announced that it has proposed to combine with BBCN Bancorp, Inc. (NASDAQ:BBCN) ("BBCN") in an all-stock transaction at an implied purchase price of $19.98 per BBCN share based on Hanmi's November 20, 2015 closing price.

Under the terms of the proposal, Hanmi and BBCN would combine in a 100% stock merger in which BBCN stockholders would receive 0.7331 of a share of Hanmi common stock for each share of BBCN common stock. The proposal represents a 15.3% premium to BBCN's volume weighted average price from October 21, 2015 to November 20, 2015. Hanmi and BBCN stockholders would also benefit from substantial earnings per share accretion.

Based on this proposal, upon closing of the transaction BBCN stockholders would represent approximately 65% of the combined company's stock ownership and Hanmi stockholders would represent 35%. In addition, Hanmi expects that the composition of the Board of Directors of the combined company would reflect these respective ownership percentages.

Hanmi's proposal is more fully described in a letter sent on Friday, November 20, 2015 to the Board of Directors of BBCN, the text of which is below.

Compelling Strategic and Financial Benefits

Transaction would create the largest Korean-American banking franchise

with approximately $12 billion in assets and approximately $10 billion in deposits. The combination would result in an organization that is 2.5 times the size of the second largest player with significantly enhanced growth prospects and scale.

Complementary business model reduces integration risk and provides substantial synergy potential.

Hanmi and BBCN have similar products, geographic reach and operational focus. 21 Hanmi branches are within one mile of a BBCN branch.

Better positions the pro forma company to operate in the current regulatory environment

. The combined company would cross $10 billion in assets in a meaningful and efficient way.

Transaction would create significant stockholder value.

Hanmi expects the combination to result in annual cost savings of approximately $50 million - $60 million (pre-tax), which represents 18% - 22% of the two companies' combined cash non-interest expense base. The transaction would also create approximately $400 million - $500 million of stockholder value with substantial earnings per share accretion for both companies' stockholders.

"Following unsuccessful efforts over the last several months to engage privately with BBCN regarding a possible business combination, we are now making public our proposal to the BBCN Board of Directors. We believe that the combination of Hanmi and BBCN would be compelling strategically and financially for our two organizations, our stockholders, our customers and the communities we serve," said Joseph Rho, Hanmi's Chairman of the Board of Directors. "The combined organization would create growth opportunities in new markets and an expanded geographic footprint and customer base, including the broader Asian-American and mainstream communities. With a premier core deposit franchise, a low-cost deposit base and significant future earnings power, the combined company would have a strong balance sheet and outstanding asset quality. We are confident that this transaction is in the best interests of both companies' stockholders, and Hanmi's Board of Directors is committed to moving forward in order to deliver the benefits of this transaction for both companies' stockholders."

The proposal has the unanimous support of the members of Hanmi's Board of Directors. Hanmi's non-binding proposal to BBCN is subject to the completion of customary due diligence and the negotiation of a mutually satisfactory agreement containing provisions normal for public company transactions, all of which Hanmi expects could be completed expeditiously.

In connection with the announcement of the proposal, an investor presentation will be filed with the...