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The Honolulu Advertiser

Posted on: Wednesday, December 10, 2003

City Bank, rival stick to claims on merger

By Deborah Adamson
Advertiser Staff Writer

CLINT ARNOLDUS

Central Pacific Bank CEO Clint Arnoldus said yesterday he understands fears about a merger with City Bank, but he's determined to see the deal through because he believes his bank has made "a great offer."

"We hope we can sit down and negotiate," he said. "That's all we really want to do."

Arnoldus sat impassively in a half-filled auditorium yesterday in the second and last day of hearings on the merger as City Bank employees and customers, some with tears or words of outrage, appealed to state regulators to reject the marriage between the banks.

Testifiers said they were afraid of job losses, diminished competition in the marketplace, lowered quality of service and the end of old business relationships — a theme repeated during the hearing held by the state Division of Financial Institutions.

Central Pacific supporters said a merger would boost efficiency and enhance the combined banks' ability to expand and establish a stronger financial institution.

State officials will consider the public testimony in deciding whether to approve the takeover of City Bank, the state's fifth-largest, by No. 4 Central Pacific. Their approval will be just one of several Central Pacific needs to move forward with a merger.

Dean Hirata, City Bank's chief financial officer, said Central Pacific's offer was "inadequate" and that his bank planned to keep resisting its rival's overtures.

"We are not for sale. ... We can bring more value to our shareholders by being independent," he said.

In April, Central Pacific Financial launched a hostile takeover bid for CB Bancshares, the parent of City Bank. The cash-and-stock offer is now valued at about $245 million.

When announced, the buyout offer price was more than 60 percent above the trading price for City Bank shares. Since then, City Bank shares have traded up, closing the gap with the takeover price as investors bought up shares in anticipation of a successful merger.

But vehement objection by City Bank, which waged a grass-roots campaign that included rallies and newspaper ads attacking the take-over, surprised Wall Street.

While investors haven't given up on the merger yet, it grows less likely the longer the fight drags on, said Joe Morford, an analyst at RBC Capital Markets. If the merger does fail, shareholders of CB Bancshares could see the price of their stock drop, the analyst said.

To be finalized, the deal needs the support of the state Division of Financial Institutions, the Federal Reserve, the U.S. Department of Justice, the state Attorney General and shareholders of both companies, said Nick Griffin, state commissioner of financial institutions.

Arnoldus said the merger already had a green light from the Justice Department, which determined that combining the banks would not violate federal antitrust laws.

The Division of Financial Institutions is expected to make its decision by Feb. 18, Griffin said.

Crystal Rose, a consultant for Central Pacific, testified that Hawai'i should learn from the troubles of its two major interisland airlines, which missed a chance to merge and become stronger.

The merger of Central Pacific and City Bank would create a more financially powerful company with a better ability to expand. "Never in Hawai'i's history has there been a better fit," Rose said.

She said the fears of City Bank supporters are mostly unfounded. Central Pacific has promised substantially no layoffs related to the merger and customers would still work with their favorite bank employees.

But Rev. Joe Lazo, striking in a bright blue shirt and large gold cross, said he believed the way the hostile takeover was being carried out was just as important as its effect on the community.

"Do not do unto others what you don't want others to do unto you," he said.

Reach Deborah Adamson at dadamson@honoluluadvertiser.com or 525-8088.