- Top 2 Lenders in Korean-American Banking Join Forces to
Create the 7th Largest Publicly Traded Bank Headquartered in
California
- Combination Creates the Only Super Regional
Korean-American Bank in the U.S.
- Complementary Branch Network Establishes a National
Platform with Full Banking Services in All Targeted Geographic
Markets
- Investor Conference Call Scheduled for 11:00 a.m.
Eastern Time Today
In a release issued under the same headline earlier today by BBCN
Bancorp, Inc. (NASDAQ:BBCN) and Wilshire Bancorp, Inc.
(NASDAQ:WIBC) please note that the dial-in numbers in the
Conference Call and Webcast section have changed. The corrected
release follows:
BBCN Bancorp, Inc. (NASDAQ:BBCN) ("BBCN") and Wilshire Bancorp,
Inc. (NASDAQ:WIBC) ("Wilshire") today jointly announced the signing
of a definitive agreement to combine in a strategic merger of
equals creating the only super regional Korean-American bank in the
United States.
Under the terms of the merger agreement, Wilshire shareholders
will receive a fixed exchange ratio of 0.7034 of a share of BBCN
common stock in exchange for each share of Wilshire common stock
they own in a 100% stock-for-stock transaction valued at
approximately $1.0 billion. Based on the closing price of BBCN's
common stock on December 4, 2015, this represents a value of $13.00
per share of Wilshire common stock. BBCN shareholders will own 59%
of the combined entity and Wilshire shareholders will own 41%. The
transaction is intended to qualify as a tax-free reorganization for
Wilshire shareholders.
Based on financial results as of September 30, 2015 and
excluding anticipated merger adjustments to occur at the time of
closing, the combined company will have $12.3 billion in total
assets, $9.6 billion in gross loans, and $10.0 billion in deposits.
The combined company will have the number one deposit market share
position among Korean-American banks in California, New York, New
Jersey, Washington and Alabama and the second largest deposit
market share position in Illinois and Texas.
The combined entity will be led by a team of executive
management and Board members from both BBCN and Wilshire. Steven S.
Koh, the Chairman of the Board of Wilshire, will serve as Chairman
of the combined company. Kevin S. Kim, Chairman, President and
Chief Executive Officer of BBCN, will be President and Chief
Executive Officer of the combined company. Wilshire's
President and Chief Executive Officer, Jae Whan (J.W.) Yoo, has
agreed to serve in a consulting capacity following the closing of
the merger transaction to assist in the integration
efforts. The Board of Directors of the combined company and
bank will have a broad and complementary combination of skill sets,
including a strong mix of banking, asset management and risk
management professionals, as well as Korean-American business
community leaders. The initial combined company Board will
consist of nine directors from BBCN and seven directors from
Wilshire.
The combined company will operate under a new name that will be
determined prior to the closing. A Consolidation Committee
consisting of three representatives from each Board will oversee
the integration and rebranding process.
"This historic merger of equals combines the top two commercial
lenders in the Korean-American banking space and creates for the
first time a super regional Korean-American franchise that will
also be the 7th largest publicly traded bank headquartered in
California," said Chairman Koh. "The combination of BBCN and
Wilshire will create an unrivaled organization with the only
national platform providing full banking services in all of the
major geographic markets in the United States with sizeable
Korean-American communities."
"We believe combining the competitive strengths of BBCN and
Wilshire will lead to tremendous long-term benefits for
stakeholders of both companies," said Chairman Kim. "Wilshire
has been a leader in terms of profitability and has made
significant progress in diversifying its loan portfolio and
expanding into new geographic markets. Together, we will have
by far the most comprehensive offering of commercial and consumer
products and services in the Korean-American banking space, with
exceptionally strong platforms for commercial real estate,
commercial, SBA and residential mortgage lending. Moreover,
this merger brings together two highly compatible companies in
terms of corporate culture, customer base, product offerings,
conservative credit guidelines and business focus. As a
combined entity, we will be able to more effectively compete in the
challenging regulatory and economic environment."
"The respective management teams have proven track records of
successfully completing and integrating M&A transactions," said
Mr. Yoo. "We fully expect to have a smooth and seamless
integration process, which should enable us to quickly begin
realizing the benefits of this merger for our shareholders, our
customers and our employees."
Expected benefits of the merger include:
- Accretion to 2017 mean analyst earnings estimates of
approximately 14% for BBCN and 17% for Wilshire
- Cost savings expected to be approximately $42 million, or 16%
of the combined projected operating expense base of BBCN and
Wilshire, with 50% phased in during 2016, and 100% realized
thereafter in 2017
- Provides considerable revenue enhancement opportunities in
areas such as SBA lending and trade finance, although no such
revenue enhancements are included in either company's forecast of
combined profitability for purposes of earnings accretion
- Positions the combined company to capture additional market
share, benefiting from its unrivaled stature as the premier
Korean-American bank
- Provides a strong capital and liquidity position that should
accelerate growth potential in existing and new attractive
markets
- Improves the ability of the combined company to be a
consolidator
- Creates the deepest bench of leadership in the Korean-American
banking industry and improves the combined company's ability to
attract and retain critical talent
The transaction is subject to regulatory approvals, the
approvals of the shareholders of both BBCN and Wilshire, and other
customary closing conditions. The transaction is expected to
close mid-2016. The Boards of Directors of both companies have
approved the transaction.
BBCN Bancorp was advised by the investment banking firm of
Keefe, Bruyette, & Woods, Inc., a Stifel Company, as well as
the law firm of Morrison & Foerster LLP. Wilshire Bancorp
was advised by the investment banking firm of Sandler O'Neill +
Partners, L.P. and the law firm of Hunton & Williams LLP.
Conference Call and
Webcast
A conference call with simultaneous webcast to discuss the
merger announcement will be held today, December 7, 2015 at 8:00
a.m. Pacific / 11:00 a.m. Eastern. Investors and analysts are
invited to join the conference call by dialing 866-235-9917
(domestic) or 412-902-4103 (international), and asking for the
"BBCN and Wilshire Merger of Equals Call." An accompanying
slide presentation may be downloaded from the Investor Relations
sections of BBNC Bank's website at www.BBCNbank.com and Wilshire
Bank's website at www.wilshirebank.com.
Other interested parties are invited to access the conference
call through a live webcast of the call available at the Investor
Relations sections of the BBCN and Wilshire websites.
After the live webcast, a replay will remain available in the
Investor Relations sections of both websites. A telephonic replay
of the call will be available at 877-344-7529 (domestic) or
412-317-0088 (international) for one week through December 14,
2015, replay access code 10077392.
About BBCN Bancorp, Inc.
BBCN Bancorp, Inc. is the holding company of BBCN Bank, the
largest Korean-American bank in the nation with $7.6 billion in
assets as of September 30, 2015. Headquartered in Los Angeles and
serving a diverse mix of customers mirroring its communities, BBCN
operates 50 branches in California, New York, New Jersey, Illinois,
Washington and Virginia; eight loan production offices in Seattle,
Denver, Dallas, Atlanta, Northern California, Annandale, Virginia,
Portland, Oregon and Fremont, California; and a representative
office in Seoul, Korea. BBCN specializes in core business
banking products for small and medium-sized businesses, with an
emphasis in commercial real estate and business lending, SBA
lending and international trade financing. BBCN Bank is a
California-chartered bank and its deposits are insured by the FDIC
to the extent provided by law. BBCN is an Equal Opportunity
Lender.
About Wilshire Bancorp, Inc.
Headquartered in Los Angeles, Wilshire Bancorp is the parent
company of Wilshire Bank, which operates 35 branch offices in
California, Texas, Alabama, Georgia, New Jersey, and New York.
Wilshire Bancorp also operates six loan production offices of which
four are utilized primarily for the origination of loans under the
Small Business Administration lending program located in
California, Colorado, Georgia, and Washington, and two that are
utilized primarily for the origination of residential mortgage
loans located in California. Wilshire Bank is a community bank with
a focus on commercial real estate lending and general commercial
banking, with its primary market encompassing the multi-ethnic
populations of the Los Angeles Metropolitan area. For more
information, please go to www.wilshirebank.com.
Additional Information and Where to Find It
In connection with the proposed merger, BBCN Bancorp, Inc. will
file with the SEC a Registration Statement on Form S-4 that will
include a Joint Proxy Statement/Prospectus of Wilshire Bancorp,
Inc. and BBCN Bancorp, as well as other relevant documents
concerning the proposed transaction. Shareholders are urged to read
the Registration Statement and the Joint Proxy Statement/Prospectus
regarding the merger when it becomes available and any other
relevant documents filed with the Securities and Exchange
Commission ("SEC"), as well as any amendments or supplements to
those documents, because they will contain important information.
You will be able to obtain a free copy of the Joint Proxy
Statement/Prospectus, as well as other filings containing
information about BBCN Bancorp and Wilshire Bancorp at the SEC's
Internet site (www.sec.gov). You will also be able to obtain these
documents, free of charge, from BBCN at www.BBCNbank.com in the
"Investor Relations" section under the "About" tab, or from
Wilshire Bancorp at www.wilshirebank.com in the "Investor
Relations" section under the "About Wilshire Bank" tab.
Participants in Solicitation
BBCN Bancorp, Wilshire Bancorp and their respective directors,
executive officers, management and employees may be deemed to be
participants in the solicitation of proxies in respect of the
merger. Information concerning BBCN Bancorp's participants is set
forth in the proxy statement, dated May 1, 2015, and supplemental
proxy materials, dated May 20, 2015, for BBCN Bancorp's 2015 annual
meeting of stockholders, as filed with the SEC on Schedules 14A.
Information concerning Wilshire Bancorp's participants is set forth
in the proxy statement, dated April 9, 2015, for Wilshire Bancorp's
2015 annual meeting of stockholders as filed with the SEC on
Schedule 14A. Additional information regarding the interests of
participants of BBCN Bancorp and Wilshire Bancorp in the
solicitation of proxies in respect of the merger will be included
in the registration statement and joint proxy statement/prospectus
to be filed with the SEC.
Forward-Looking Statements
This press release contains statements regarding the proposed
transaction between BBCN Bancorp and Wilshire Bancorp, the expected
timetable for completing the transaction, future financial and
operating results, benefits and synergies of the proposed
transaction and other statements about the future expectations,
beliefs, goals, plans or prospects of the management of each of
BBCN Bancorp and Wilshire Bancorp. These statements are based on
current expectations, estimates, forecasts and projections and
management assumptions about the future performance of each of BBCN
Bancorp, Wilshire Bancorp and the combined company, as well as the
businesses and markets in which they do and are expected to
operate. These statements constitute forward-looking statements
within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. Words such as "expects," "believes," "estimates,"
"anticipates," "targets," "goals," "projects," "intends," "plans,
"seeks," and variations of such words and similar expressions are
intended to identify such forward-looking statements which are not
statements of historical fact. These forward-looking statements are
not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to assess. Actual
outcomes and results may differ materially from what is expressed
or forecasted in such forward-looking statements. The closing of
the proposed transaction is subject to regulatory approvals, the
approval of the shareholders of both BBCN Bancorp and Wilshire
Bancorp, and other customary closing conditions. There is no
assurance that such conditions will be met or that the proposed
transaction 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 BBCN Bancorp and
Wilshire Bancorp and achieving anticipated synergies, cost savings
and other 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, may be
greater than expected; required governmental approvals of the
merger may not be obtained on its proposed terms and schedule, or
without regulatory constraints that may limit growth; competitive
pressures among depository and other financial institutions may
increase significantly and have an effect on revenues; the strength
of the United States economy in general, and of the local economies
in which the combined company will operate, may be different than
expected, which could result in, among other things, a
deterioration in credit quality or a reduced demand for credit and
have a negative effect on the combined company's loan portfolio and
allowance for loan losses; changes in the U.S. legal and regulatory
framework; and adverse conditions in the stock market, the public
debt market and other capital markets (including changes in
interest rate conditions) which would negatively affect the
combined company's business and operating results.
For a more complete list and description of such risks and
uncertainties, refer to BBCN Bancorp's Form 10-K for the year ended
December 31, 2014, as amended, and Wilshire Bancorp's Form 10-K for
the year ended December 31, 2014, as well as other filings made by
BBCN Bancorp and Wilshire Bancorp with the SEC. Except as required
under the U.S. federal securities laws and the rules and
regulations of the SEC, BBCN Bancorp and Wilshire Bancorp disclaim
any intention or obligation to update any forward-looking
statements after the distribution of this press release, whether as
a result of new information, future events, developments, changes
in assumptions or otherwise.
CONTACT: For BBCN Bancorp:
Angie Yang
SVP, Investor Relations Manager
213-251-2219
angie.yang@BBCNbank.com
BBCN Media Contact:
Paul Scarpetta
212-687-2040
pscarpetta@sardverb.com
Steven Goldberg
310-201-2040
sgoldberg@sardverb.com
For Wilshire Bancorp:
Alex Ko
EVP & Chief Financial Officer
213-427-6560
alexko@wilshirebank.com
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