Hanmi Financial has gone public with efforts to merge with BBCN Bancorp in a move the Los Angeles company hopes will scuttle another rumored pairing.
The $4.2 billion-asset Hanmi sent a letter to BBCN's board saying it was "dismayed" to read a published report that the $7.6 billion-asset company was in "advanced discussions" to merge with Wilshire Bancorp. BBCN and the $4.7 billion-asset Wilshire, like Hanmi, are based on Los Angeles and are large Asian-American banking companies.
"We are disappointed that we have not yet had the opportunity to discuss our vision with BBCN and its advisors," Hanmi said in its letter.
Hanmi said in its letter that it would be willing to issue its own stock to BBCN shareholders in a deal valued at nearly $1.6 billion. Hanmi said its offer provides BBCN with a 15.3% premium compared to its volume weighted average price from Oct. 21 to Nov. 20. The offer would also give BBCN shareholders a 65% stake in Hanmi.
Hanmi's letter referred to "prior correspondence" with BBCN, where it claimed to have presented a compelling case for a merger. "Suffice it to say that the combined BBCN and Hanmi would be the leading Korean-American bank, and the best-positioned to extend our successful business model into other Asian-American markets," the letter added.
A BBCN spokeswoman wrote in an email that the company's management and board are evaluating Hanmi's proposal, declining to comment further. A call to Wilshire wasn't immediately returned.
Hanmi, in a press release, added that the deal would create a bank with about $12 billion in assets and $10 billion in deposits. The company also projected that a deal would create $50 million to $60 million in pretax cost savings, representing about a fifth of the companies' noninterest expenses. Hanmi also said a merger would create $400 million to $500 million of shareholder value with "substantial earnings per share accretion."
"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," Joseph Rho, Hanmi's chairman, said in a release.
"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," Rho added. " 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."
J.P. Morgan Securities and Sullivan & Cromwell are advising Hanmi.
