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The Honolulu Advertiser

Posted at 1:03 p.m., Thursday, April 24, 2003

City Bank chief lashes out

By John Duchemin
Advertiser Staff Writer

In his first public statements on Central Pacific Bank's hostile takeover bid for local rival City Bank, the leader of City Bank yesterday blasted Central Pacific officials for what he called improper business behavior.

This morning, following a tightly scripted annual shareholders' meeting at which the hostile takeover attempt was barely discussed, Migita clarified his comments, saying his bank wasn't ruling out the possibility of a merger, but saying Central Pacific's $285 million bid had disrupted the two banks' normally harmonious relationship.

"I can assure you, this is not how we do business in Hawai'i," said City Bank president and chief executive Ronald K. Migita, referring to Central Pacific's threat to take its buyout offer to stockholders in City Bank parent CB Bancshares if Migita and fellow officials did not agree to negotiate.

"For someone like me, born and raised in Hawai'i, we work on a cooperative basis. It's not our culture to be hostile or strong-arm," Migita said today.

Migita's statements today revealed few details of the City Bank's position on the takeover attempt. The bank has retained Wall Street firm Sandler O'Neill & Partners as a financial adviser and hired New York law firm Skadden Arps Slate Meagher & From to provide legal counsel. But City Bank executives have said little other than that they are seriously considering the bid.

"We are being very, very cautious not to give any impression that we have pre-judged the issue," said Fred White, the Skadden lawyer assigned to counsel City Bank. "The [CB Bancshares] board is most concerned about gathering information necessary to make a decision. We're in a period that is filled with more silence ... I understand people are frustrated, but these things take time."

Responding to Migita's comment, Central Pacific chairman Clint Arnoldus said he had no choice but to go public after a round of fruitless attempts to talk with City Bank officials.

"After a month of trying to establish friendly discussions, we concluded that the only way to ensure that shareholders, customers, employees and Hawai'i were informed about our formal offer was to take it public," said Arnoldus, who was en route to discuss the deal with U.S. Mainland investors.

Several CB Bancshares shareholders, including two of the company's largest institutional investors, have announced their support for the deal, which would pay $70 per share of their stock. But Migita today said most shareholders seem to be supporting City Bank's cautious approach.

"We have had various reactions," Migita said. "But generally speaking, the calls have been in support of our decision to look carefully at the proposal and not to rush."

Central Pacific is the state's fourth-largest banking company; City Bank is No. 5. Central Pacific officials announced the takeover bid April 16, saying the combined entity, with nearly $4 billion in assets, would be more competitive with the state's three largest bank companies.

Until yesterday, City Bank executives had refrained from public comment.

"A union of two banks of our size is serious, and we need to weigh factors including whether it is a fair price and the impact on employees, shareholders and the community," Migita said.

Central Pacific and City Bank, both founded by Japanese Americans in the 1950s, have long been the subject of merger talks because they serve a similar market.