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Forward Looking Statements & Additional Information
This communication contains certain statements regarding future events or the future financial performance of Territorial Bancorp Inc. (“Territorial”) and its proposed merger with Hope Bancorp,
Inc. (“Hope Bancorp”) that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among
other things, expectations regarding the combined company’s deposit base, diversification of the loan portfolio as well as overall risk diversification, capital to support growth, strengthened
opportunities, enhanced value, geographic expansion, and statements about the proposed transaction being immediately accretive. Forward-looking statements include, but are not limited
to, statements preceded by, followed by or that include the words “will,” “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “outlook,” or similar expressions. These statements are
subject to risks and uncertainties. Hope Bancorp’s actual results, performance or achievements may differ materially from the results, performance or achievements expressed or implied in any
forward-looking statements. The closing of the proposed transaction is subject to regulatory approvals, the approval of Territorial Bancorp stockholders, and other customary closing conditions.
There is no assurance that such conditions will be met or that the proposed merger will be consummated within the expected time frame, or at all. If the transaction is consummated, factors that
may cause actual outcomes to differ from what is expressed or forecasted in these forward-looking statements include, among things: difficulties and delays in integrating Hope Bancorp and
Territorial and achieving anticipated synergies, cost savings and other financial benefits from the transaction; higher than anticipated transaction costs; deposit attrition, operating costs, customer
loss and business disruption following the merger, including difficulties in maintaining relationships with employees and customers; and inability to obtain required governmental approvals of the
merger on its proposed terms and expected time frames, or without regulatory constraints that may limit growth. Other risks and uncertainties include, but are not limited to: possible further
deterioration in economic conditions in Hope Bancorp’s or Territorial’s areas of operation or elsewhere; interest rate risk associated with volatile interest rates and related asset-liability matching
risk; liquidity risks; risk of significant non-earning assets, and net credit losses that could occur, particularly in times of weak economic conditions or times of rising interest rates; the failure of or
changes to assumptions and estimates underlying Hope Bancorp’s or Territorial’s allowances for credit losses; potential increases in deposit insurance assessments and regulatory risks associat-ed with current and future regulations; the outcome of any legal proceedings that may be instituted against Hope Bancorp or Territorial; the risk that any announcements relating to the proposed
transaction could have adverse effects on the market price of the common stock of either or both Hope Bancorp and Territorial; and diversion of management’s attention from ongoing business
operations and opportunities. For additional information concerning these and other risk factors, see Hope Bancorp’s and Territorial’s most recent Annual Reports on Form 10-K and other filings
with the U.S. Securities and Exchange Commission (the “SEC”). These forward-looking statements are made only as of the date of this presentation and are not guarantees of future results,
performance or outcomes. Hope Bancorp and Territorial do not undertake, and specifically disclaim any obligation, to update any forward-looking statements to reflect the occurrence of events
or circumstances after the date of such statements except as required by law.
Additional Information about the Merger with Hope Bancorp and Where to Find It
In connection with the proposed merger with Hope Bancorp, Hope Bancorp has filed with the SEC a Registration Statement on Form S-4, containing the Proxy Statement/Prospectus, which has
been mailed or otherwise delivered to Territorial’s stockholders on or about August 29, 2024, as supplemented September 12, 2024. Hope Bancorp and Territorial may file additional relevant ma-terials with the SEC. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR FURNISHED OR
WILL BE FILED OR FURNISHED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. You may obtain any of the documents filed with or furnished to the SEC by Hope Bancorp
or Territorial at no cost from the SEC’s website at www.sec.gov.
Please take a
moment to vote
FOR the proposals
set forth on the
enclosed proxy
card Call toll-free: (888) 742-1305
Banks and brokers: (516) 933-3100
1. Based on Territorial and Hope Bancorp’s closing prices as of Apr 26, 2024 (day before
merger announcement)
2. Hope Bancorp recently closed its branch purchase & assumption agreement for the sale
of its two branches in Virginia
3. Based on 0.8048 fixed exchange ratio and Hope Bancorp’s $0.14 current per share
dividend
4. Per the LLC entity information filed with New York State
5. https://www.apartments.com/286-blue-hill-rd-hudson-ny/y5jxrls/
By Internet, telephone toll-free or by signing,
dating and returning the enclosed proxy card or
voting instruction form. Vote well in advance of the
Special Meeting on November 6, 2024 at 8:30 a.m.
Hawai‘i Time.
If you have any questions or need assistance with
voting your shares, please contact:
Email: info@laurelhill.com |