Former BBCN Director Describes Divided Board for Wilshire Deal

A former BBCN Bancorp director said that four of the Los Angeles company’s 13 directors did not vote for its purchase of Wilshire Bancorp.

Kiho Choi sent an email on Tuesday to David Kim, BBCN’s general counsel, claiming the $7.9 billion-asset company — for the second time in a week — misrepresented details tied to his recent resignation. Choi’s email was included in an amended regulatory filing that BBCN submitted on Wednesday.

Choi wrote in his latest correspondence that BBCN never told him it was removing him from the board after the company’s next annual meeting; BBCN had asserted in a prior filing that Choi resigned after being told of those plans.

Choi, a certified public accountant, said his decision to resign “was 90% made” when nine of the company’s 13 directors voted to buy Wilshire Bancorp in Los Angeles. (BBCN, meanwhile, is planning to shrink its board to nine directors before completing the Wilshire deal.)

Though BBCN had said the vote wasn’t unanimous, the company had not revealed the degree of board division over the $1 billion deal. Hanmi Financial, also in Los Angeles, made a public overture to merge with BBCN, revealing that the company had spurned private efforts to discuss a combination. The $4.2 billion-asset Hanmi rescinded its proposal shortly after the BBCN-Wilshire deal was announced.

Choi also disputed BBCN’s claim that he “voted against” buying Wilshire, stating that he had insisted that the company explore deals with Hanmi and Wilshire.

BBCN in the last week has been embroiled in a war of words with Choi and C.K. Hong, another former director, over various issues.

Hong and Choi, in letters shared by BBCN in regulatory filings, have criticized the company's corporate governance and the leadership of Chairman and Chief Executive Kevin Kim. They have also accused BBCN of misleading investors about why they resigned.

BBCN, in separate regulatory filings, has claimed that the men resigned after they were informed of plans to exclude them from a slimmed-down board. BBCN said in Wednesday’s filing that it stands by its comments from the prior filings.