Hope Bancorp, Inc. (NasdaqGS:HOPE) executed a letter of intent to acquire Territorial Bancorp Inc. (NasdaqGS:TBNK) for $74.9 million on January 3, 2024. Hope Bancorp, Inc. (NasdaqGS:HOPE) signed a definitive merger agreement to acquire Territorial Bancorp Inc. (NasdaqGS:TBNK) on April 26, 2024. Under the terms of the merger agreement, upon completion of the transaction, Territorial shareholders will receive a fixed exchange ratio of 0.8048 shares of Hope Bancorp common stock in exchange for each share of Territorial common stock they own, in a 100% stock-for-stock transaction valued at approximately $78.6 million. This represents a value of $8.82 per share of Territorial Bancorp common stock. Under the terms of the merger agreement, Territorial Bancorp will merge with and into Hope Bancorp, immediately followed by the merger of Territorial?s subsidiary bank, Territorial Savings Bank, with and into the Hope Bancorp?s subsidiary bank, Bank of Hope. Territorial will be required to pay to Hope a termination fee equal to $3,000,000. Following the completion of the transaction, the legacy Territorial franchise in Hawai?i will continue to do business under the Territorial Savings Bank brand, as a trade name of Bank of Hope.

The transaction is subject to regulatory approvals, the approval of Territorial shareholders, and the satisfaction of other customary closing conditions. The Boards of Directors of both companies have approved the merger agreement and the transaction contemplated thereby. The transaction is expected to close by year-end 2024. The proposed transaction, after the close, is expected to be immediately accretive to Hope Bancorp?s earnings. D.A. Davidson & Co. acted as financial advisor and Mark Kelson, Brian H. Blaney and Marilyn Kim of Greenberg Traurig, LLP acted as legal advisors to Hope Bancorp. Keefe, Bruyette & Woods, Inc. (?KBW?) acted as financial advisor and fairness opinion provider and Lawrence Spaccasi, Ned Quint, Thomas P. Hutton and Kent M. Krudys of Luse Gorman, P.C acted as legal advisors to Territorial Bancorp. Pursuant to the KBW engagement agreement, Territorial agreed to pay KBW a cash fee equal to 1.50% of the aggregate merger consideration, $150,000 of which became payable to KBW with the rendering of KBW?s opinion and the balance of which is contingent upon the closing of the Merger. Laurel Hill Advisory Group, LLC acted as proxy solicitor for Territorial. Territorial will pay Laurel Hill Advisory Group a fee of $7,500 plus out-of-pocket expenses and charges for telephone calls made and received in connection with the solicitation. Hope?s transfer agent is Computershare Trust Company, N.A.