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Hanmi Financial Corporation
("Hanmi"), the holding company for Hanmi Bank, announced today
that shareholders of Central Bancorp, Inc. ("CBI"), parent of Texas-based
United Central Bank, overwhelmingly approved the merger with Hanmi. Of Central
Bancorp's eligible voting shares, 88% were represented at CBI's special
meeting of shareholders and 100% of those shareholders voted in favor of the
merger.
"We are very pleased that CBI shareholders have voted to join Hanmi," said C.
G. Kum, President and Chief Executive Officer of Hanmi. "We believe the
combination of our banks will create a strong franchise that will become one
of the premier community banks serving not only Korean Americans, but also
many other ethnic communities as well."
As of December 31, 2013, CBI had approximately $1.42 billion in assets, $0.64
billion in gross loans and $1.25 billion in deposits, and 23 branches across
six states (Texas, Illinois, New York, New Jersey, Virginia and California).
Under the terms of the agreement, the total merger consideration payable to
CBI common stockholders is $50 million in cash, subject to potential purchase
price adjustments. The transaction is expected to close in the second half of
2014. Excluding one-time merger expenses, the transaction is expected to be
immediately accretive to 2014 earnings and significantly accretive to 2015
earnings and beyond; and is expected to generate an internal rate of return in
excess of 20% for Hanmi shareholders.
About Hanmi Financial Corporation
Headquartered in Los Angeles, Hanmi Bank, a wholly-owned subsidiary of Hanmi
Financial Corporation, provides services to the multi-ethnic communities of
California, with 27 full-service branch offices in Los Angeles, Orange, San
Bernardino, San Francisco, Santa Clara and San Diego counties, and loan
production offices in Texas and Washington State. Hanmi Bank specializes in
commercial, SBA and trade finance lending, and is a recognized community
leader. Hanmi Bank's mission is to provide a full range of quality products
and premier services to its customers and to maximize stockholder value.
About Central Bancorp, Inc.
Founded in 1987 and headquartered in Garland, Texas, United Central Bank, a
wholly-owned subsidiary of Central Bancorp, Inc., serves multi-ethnic
communities in Texas, Illinois, Virginia, California, New York and New Jersey
through 23 banking offices. Additional information on Central Bancorp, Inc.
and United Central Bank may be found on its website:
www.unitedcentralbank.com.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including those identified
by words or phrases such as "may," "will," "anticipate," "estimate," "expect,"
"project," "intend," "plan," "believe," "target," "forecast," and other words
and terms of similar meaning. Forward-looking statements involve estimates,
expectations, projections, goals, forecasts, assumptions, risks and
uncertainties. Hanmi Financial Corporation cautions readers that any
forward-looking statement is not a guarantee of future performance and that
actual results could differ materially from those contained in the
forward-looking statement. Such forward-looking statements include, but are
not limited to, statements about the benefits of the proposed merger involving
Hanmi Financial Corporation and Central Bancorp, including future financial
and operating results, Hanmi Financial Corporation's or Central Bancorp's
plans, objectives, expectations and intentions, the expected timing of
completion of the transaction, and other statements that are not historical
facts. Important factors that could cause actual results to differ materially
from those indicated by such forward-looking statements include risks and
uncertainties relating to: the ability to obtain the requisite Central Bancorp
shareholder approvals; the risk that Hanmi Financial Corporation or Central
Bancorp may be unable to obtain governmental and regulatory approvals required
for the merger, or required governmental and regulatory approvals may delay
the merger or result in the imposition of conditions that could cause the
parties to abandon the merger; the risk that a condition to closing of the
merger may not be satisfied; the timing to consummate the proposed merger; the
risk that the businesses will not be integrated successfully; the risk that
the cost savings and any other synergies from the merger may not be fully
realized or may take longer to realize than expected; disruption from the
transaction making it more difficult to maintain relationships with customers,
employees or suppliers; the diversion of management time on merger-related
issues; general worldwide economic conditions and related uncertainties; the
effect of changes in governmental regulations; and other factors we discuss or
refer to in the "Risk Factors" section of our most recent Annual Report on
Form 10-K filed with the Securities and Exchange Commission ("SEC"). Each
forward-looking statement speaks only as of the date of the particular
statement and neither Hanmi Financial Corporation nor Central Bancorp
undertakes any obligation to update or revise its forward-looking statements,
whether as a result of new information, future events or otherwise.
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