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The Honolulu Advertiser

Posted at 12:33 p.m., Tuesday, May 6, 2003

Support for bank takeover growing

By Andrew Gomes
Advertiser Staff Writer

Support for a merger between Central Pacific Bank and City Bank increased today as the fourth-largest shareholder of City Bank parent CB Bancshares Inc. said it supports the merger and criticized the City Bank board for fighting it.

Central Pacific also said CB Bancshares' largest shareholder, TON Finance, is legally bound to vote in favor of the merger even though it said yesterday that it did not support the hostile takeover.

The latest publicly expressed support appeared to build momentum for the merger, though Richard Dole, principal of the local private equity investment banking firm Dole Capital LLC, said it's impossible to tell how the dozens of large shareholders will vote at a May 28 meeting to consider combing the banks. "It may be a pretty close judgment," he said.

Private Capital Management LP, a Florida partnership that owns stakes in both banks, filed a letter with the Securities and Exchange Commission yesterday urging other owners of CB Bancshares stock to support the unsolicited merger.

"PCM is most disappointed in what it feels to be subjective and fear-inspiring tactics on behalf of the (CB Bancshares) board to sway shareholder and public opinion with sound bites rather than address the objective fundamentals of the proposed offer," the company said in its letter addressed to CB Bancshares' second-largest owner, Banc Funds Co. LLC.

"While speculation on adverse effects to the people, communities, and economy of Hawaii may make good press, the reality is that the shareholders of (CB Bancshares) are being offered a significant premium for their shares, including an investment with an established and successful (Central Pacific) management ... ," Bruce Sherman, Private Capital's chief executive officer wrote.

Private Capital Management owns 209,039 shares of CB Bancshares, or about 5 percent of the company, and is also the second-largest shareholder in Central Pacific's parent Central Pacific Financial Corp., with about 1.5 million shares, or roughly 10 percent of that company.

Sherman went on to say that the combined bank presents opportunity to increase operating efficiencies and broader products and services "which can flow through and benefit the people, communities, and economies of Hawai'i" and that CB Bancshares' board served its own interest by calling the proposed takeover bad for shareholders, employees, customers and the local economy.

Central Pacific said yesterday it did not solicit a proxy from its largest shareholder, TON Finance, and thus disagrees with City Bank's claim that TON cannot vote its shares at the May 28 meeting.

"We did not solicit a proxy," said Ann Takiguchi, Central Pacific's communications officer. Takiguchi also said TON, a Netherlands-based investment firm that owns about 9 percent of City Bank, continues to support a merger that creates a stronger bank for Hawai'i and that it stands by its voting agreement.

Yesterday, TON issued a statement through its attorney in California saying, "We do not support a hostile takeover of (City Bank parent) CB Bancshares."

Takiguchi said Central Pacific continues to have merger support from at least 25 percent of CB Bancshares stockholders.

Central Pacific Bank intends to ask shareholders at the May 28 meeting to approve its attempt to gain control of up to 100 percent of City Bank stock. The bank needs to win more than 50 percent of the voting shares to move forward with its takeover attempt.

That vote is one of many legal and regulatory hurdles Central Pacific must clear before it can claim ownership of City Bank.

Meanwhile, City Bank has taken the battle of the banks to the streets, as more than 100 bank employees crowded on the sidewalk outside City Bank's Merchant Street headquarters yesterday at a "Proud to be City Bank" rally.

The group cheered as three City Bank executives asked for their support as the bank fought the takeover attempt.

Daniel Tanaka works in City Bank's electronic banking department and has been with the company for 15 years. Tanaka said he supported management's decision and that he was put off by the hostile takeover attempt.

"The local style is more a kinder and gentler way of doing business," Tanaka said. "But when you have somebody who is just trying to shove it down your throat, it's kind of offensive."

He said the community will be better served with two banks.

"We can do a lot being an independent bank. If there are two banks, then the customers have a choice," Tanaka said.

Deidre Tawara said she would object to the takeover even if the tactics were different. Tawara has been with City Bank for nearly two years and is a business services officer.

"I would put the trust in the people that we hired and if they feel that it was not in our best interest, I would support that," said Tawara. "We've seen in other bank mergers, that although there can be some benefits, there are also a lot of drawbacks in terms of layoffs."

Richard Lim, City Bank's president and chief operating officer, cautioned that the legal fight will not be easy. Lim borrowed a phrase that was used at the start of the war with Iraq to describe City Bank's situation.

"It almost looks like his (Arnoldus) strategy came out of a military handbook; it's called 'shock and awe,' " Lim told the crowd. "We are quite certain that this will be followed by a prolonged legal battle, so unfortunately there's no end in sight."

City Bank shares gained 20 cents today to close at $67.98. Central Pacific shares were up 68 cents to $26.43.

Before Central Pacific announced its takeover bid, City Bank shares were trading at about $46. They have been trading in the high 60s since the bid, which originally offered $70 in stock and cash, was made public.