Hanmi Financial Proposes to Combine With BBCN Bancorp

Hanmi Financial Corporation

("Hanmi"), the holding company for Hanmi Bank, today announced that it has proposed to combine with BBCN Bancorp, Inc.

("BBCN") in an all-stock transaction at an implied purchase price of $19.98 per BBCN share based on Hanmi's November 20, 2015 closing price. Under the terms of the proposal, Hanmi and BBCN would combine in a 100% stock merger in which BBCN stockholders would receive 0.7331 of a share of Hanmi common stock for each share of BBCN common stock. The proposal represents a 15.3% premium to BBCN's volume weighted average price from October 21, 2015 to November 20, 2015. Hanmi and BBCN stockholders would also benefit from substantial earnings per share accretion. Based on this proposal, upon closing of the transaction BBCN stockholders would represent approximately 65% of the combined company's stock ownership and Hanmi stockholders would represent 35%. In addition, Hanmi expects that the composition of the Board of Directors of the combined company would reflect these respective ownership percentages. Hanmi's proposal is more fully described in a letter sent on Friday, November 20, 2015 to the Board of Directors of BBCN, the text of which is below. Compelling Strategic and Financial Benefits Transaction would create the largest Korean-American banking franchise with approximately $12 billion in assets and approximately $10 billion in deposits. The combination would result in an organization that is 2.5 times the size of the second largest player with significantly enhanced growth prospects and scale. Complementary business model reduces integration risk and provides substantial synergy potential. Hanmi and BBCN have similar products, geographic reach and operational focus. 21 Hanmi branches are within one mile of a BBCN branch. Better positions the pro forma company to operate in the current regulatory environment. The combined company would cross $10 billion in assets in a meaningful and efficient way. Transaction would create significant stockholder value. Hanmi expects the combination to result in annual cost savings of approximately $50 million - $60 million (pre-tax), which represents 18% - 22% of the two companies' combined cash non-interest expense base. The transaction would also create approximately $400 million - $500 million of stockholder value with substantial earnings per share accretion for both companies' stockholders. "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 to the BBCN Board of Directors. 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," said Joseph Rho, Hanmi's Chairman of the Board of Directors. "The combined organization would create growth opportunities in new markets and an expanded geographic footprint and customer base, including the broader Asian-American and mainstream communities. 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. We are confident that this transaction is in the best interests of both companies' stockholders, and Hanmi's Board of Directors is committed to moving forward in order to deliver the benefits of this transaction for both companies' stockholders." The proposal has the unanimous support of the members of Hanmi's Board of Directors. Hanmi's non-binding proposal to BBCN is subject to the completion of customary due diligence and the negotiation of a mutually satisfactory agreement containing provisions normal for public company transactions, all of which Hanmi expects could be completed expeditiously. In connection with the announcement of the proposal, an investor presentation will be filed with the Securities and Exchange Commission and is available on Hanmi's website. J.P. Morgan Securities LLC is serving as financial advisor and Sullivan & Cromwell LLP is serving as legal advisor to Hanmi. The full text of Hanmi's letter to BBCN follows: November 20, 2015 Board of Directors BBCN Bancorp, Inc. 3731 Wilshire Blvd, Suite 1000 Los Angeles, CA 90010 Dear Members of the Board: We were dismayed to read in the Herald Business that BBCN Bancorp, Inc. is in advanced discussions with Wilshire Bancorp, Inc. regarding a merger. As you know from our prior correspondence, Hanmi Financial believes that the combination of Hanmi and BBCN would be compelling strategically and financially for our two organizations, our customers and the communities we serve. We are disappointed that we have not yet had the opportunity to discuss our vision with BBCN and its advisors. Accordingly, we have determined that the best course of action at this point is to set our proposal in writing for the benefit of the entire BBCN Board of Directors. We propose that Hanmi and BBCN combine in a 100% stock merger in which each share of BBCN common stock would receive 0.7331 of a share of Hanmi common stock. This offer represents both a 15.3% premium to BBCN's volume weighted average price from October 21 to November 20, 2015 and an opportunity for BBCN stockholders to participate in additional value from the substantial earnings per share accretion that the transaction will produce. We propose that the composition of the management team and Board of Directors reflect both the premium that we are delivering to your stockholders and the pro forma ownership. We are convinced that this combination would be in the best interests of our respective stockholders and that it represents a superior proposal for BBCN stockholders to any potential combination with Wilshire. We won't repeat here all the reasons detailed in our prior correspondence for why this combination is so compelling. 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. Our Board has unanimously approved this nonbinding proposal. As you would expect, this nonbinding proposal is subject to the completion of customary due diligence and the negotiation of a mutually satisfactory agreement containing provisions normal for public company transactions, all of which we are prepared to complete expeditiously. Assuming we reach a definitive agreement, we are confident we will be able to close this transaction on a timely basis. We believe that a combination of our two companies can be accomplished in a mutually beneficial fashion, and so we look forward to BBCN's prompt response to this proposal. Sincerely, Joseph K. Rho Hanmi Financial Corporation Chairman of the Board cc: Joseph Gulash Keefe, Bruyette & Woods Henry Fields Morrison & Foerster LLP