| ~25% premium to Territorial’s closing
stock price just prior to merger announcement¹
100% tax free, stock-for-stock transaction
provides upside value opportunity: 0.8048 shares
of Hope Bancorp for each Territorial share owned
1,000%+
increase to Territorial’s standalone
dividend (from $0.01 to $0.11 per share)2
OUR COMMITMENT TO HAWAI‘I AND
TERRITORIAL’S EMPLOYEES, CUSTOMERS
AND COMMUNITIES IS UNWAVERING
SUBSTANTIAL VALUE CREATION FOR
TERRITORIAL SHAREHOLDERS
Are you a Territorial
shareholder?
If so, we encourage you
to vote today FOR the
Hope Bancorp merger to
ensure we realize these
many benefits.
For questions
on how to vote your shares
in support of the merger
with Hope Bancorp,
please speak with a
branch manager who
would be happy to assist.
Forward Looking Statements & Additional Information
This communication contains certain statements regarding future events or the future financial performance of Territorial Bancorp Inc. (“Territorial”) and its proposed merger with Hope Bancorp, Inc. (“Hope Bancorp”) that consti- tute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among other things, expectations regarding the combined company’s deposit
base, diversification of the loan portfolio as well as overall risk diversification, capital to support growth, strengthened opportunities, enhanced value, geographic expansion, and statements about the proposed transaction being
immediately accretive. Forward-looking statements include, but are not limited to, statements preceded by, followed by or that include the words “will,” “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “outlook,” or
similar expressions. These statements are subject to risks and uncertainties. Hope Bancorp’s actual results, performance or achievements may differ materially from the results, performance or achievements expressed or implied
in any forward-looking statements. The closing of the proposed transaction is subject to regulatory approvals, the approval of Territorial Bancorp stockholders, and other customary closing conditions. There is no assurance that
such conditions will be met or that the proposed merger will be consummated within the expected time frame, or at all. If the transaction is consummated, factors that may cause actual outcomes to differ from what is expressed
or forecasted in these forward-looking statements include, among things: difficulties and delays in integrating Hope Bancorp and Territorial and achieving anticipated synergies, cost savings and other financial benefits from the
transaction; higher than anticipated transaction costs; deposit attrition, operating costs, customer loss and business disruption following the merger, including difficulties in maintaining relationships with employees and customers;
and inability to obtain required governmental approvals of the merger on its proposed terms and expected time frames, or without regulatory constraints that may limit growth. Other risks and uncertainties include, but are not
limited to: possible further deterioration in economic conditions in Hope Bancorp’s or Territorial’s areas of operation or elsewhere; interest rate risk associated with volatile interest rates and related asset-liability matching risk;
liquidity risks; risk of significant non-earning assets, and net credit losses that could occur, particularly in times of weak economic conditions or times of rising interest rates; the failure of or changes to assumptions and estimates
underlying Hope Bancorp’s or Territorial’s allowances for credit losses; potential increases in deposit insurance assessments and regulatory risks associated with current and future regulations; the outcome of any legal proceedings
that may be instituted against Hope Bancorp or Territorial; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of either or both Hope Bancorp
and Territorial; and diversion of management’s attention from ongoing business operations and opportunities. For additional information concerning these and other risk factors, see Territorial’s and Hope Bancorp’s most recent
Annual Reports on Form 10-K and other filings with the U.S. Securities and Exchange Commission (the “SEC”). These forward-looking statements are made only as of the date of this presentation and are not guarantees of future
results, performance or outcomes. Hope Bancorp and Territorial do not undertake, and specifically disclaim any obligation, to update any forward-looking statements to reflect the occurrence of events or circumstances after the
date of such statements except as required by law.
Additional Information about the Merger with Hope Bancorp and Where to Find It In connection with the proposed merger with Hope Bancorp, Hope Bancorp has filed with the SEC a Registration Statement on Form S-4, containing the Proxy Statement/Prospectus, which has been mailed or otherwise delivered to
Territorial’s stockholders on or about August 29, 2024, as supplemented September 12, 2024. Hope Bancorp and Territorial may file additional relevant materials with the SEC. INVESTORS AND STOCKHOLDERS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR FURNISHED OR WILL BE FILED OR FURNISHED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. You may obtain any of the documents filed with or furnished to the SEC by Hope Bancorp or Territorial at no cost from the SEC’s website at www.sec.gov.
We will
continue
to operate
under the
Territorial
name
Local branches and
operations led by local
teams – our customers
can benefit from
additional choices and
can rely on the same
people they do today
Ongoing
commitment to
Territorial’s legacy
of community
support and
investment
Employees continue
to receive competitive
compensation and
benefits and have
additional career
opportunities
1. Based on Territorial and Hope Bancorp’s closing prices as of Apr 26, 2024 (day before merger announcement)
2. Based on 0.8048 fixed exchange ratio and Hope Bancorp’s $0.14 current per share dividend
“We’re excited to become part of a larger,
more diversified company with increased
opportunities for growth, while continuing
to be locally led with local operations and
relationships – just as we are today.”
To learn more, visit:
www.TerritorialandHopeCombination.com
An exciting combination for
Territorial shareholders and our
communities across Hawai‘i
To vote your shares in Territorial or for more information please call
(888) 742-1305 or visit our website at www.TerritorialandHopeCombination.com. |