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The Honolulu Advertiser

Updated at 11:59 a.m., Friday, April 16, 2004

Central Pacific Financial extends merger deadline

By Deborah Adamson
Advertiser Staff Writer

Central Pacific Financial Corp. last night gave itself another week for merger negotiations with City Bank and also postponed its first-quarter earnings report and conference call.

The delay gave rise to speculation on Wall Street that talks could be under way.

"The earnings postponement suggests that there has been some level of communication between the two companies. That’s encouraging," said Joe Morford, an analyst at RBC Capital Markets in San Francisco.

When a company management discusses earnings with Wall Street analysts, usually there’s some comment on the business outlook, he said. If City Bank were to figure prominently in that future, it would make sense to postpone the earnings report and conference call.

"There’s a shot of light that the merger might go through," the analyst said.

Wall Street certainly thought so. Today, shares of City Bank’s parent, CB Bancshares, rose by 8.6 percent to a new 52-week high of $73 a share.

Central Pacific declined to explain its actions of today, and City Bank did not return calls for comment.

A month ago, Central Pacific CEO Clint Arnoldus said he would walk away from his $400 million hostile bid to take over City Bank if the rival did not respond by yesterday.

The year-long takeover attempt has been characterized by public rancor and legal maneuvering costing Central Pacific $10 million and its target nearly $7 million.

Central Pacific’s April 15 deadline had been seen as possibly the best way to save face if indeed the deal was dead.

"This was as graceful an exit as they could possibly concoct," said Scott Keller, president of New York-based DealAnalytics.com, a merger and acquisitions research firm. "This was never a bad idea. But local politics and increasing bad blood between the two sides made a marriage impossible."

On April 15, Wall Street was ready to give up on the deal. Shares of City Bank’s parent CB Bancshares fell 4 percent.

"A hostile takeover is rather unusual. In order for one of those to succeed, there must be willingness by both parties to work together," said Lawrence Johnson, former chairman and chief executive of Bank of Hawaii.

But almost from the beginning of the takeover, communication between both banks deteriorated.

Central Pacific made several missteps that City Bank management capitalized upon, said Keller.

Central Pacific should have been more aggressive in its pursuit of City Bank by offering its best offer price at the outset, instead of raising the bid twice, he said. It would have convinced City Bank’s board that Central Pacific was a serious suitor with an attractive bid on the table and given shareholders a stronger reason to pressure City Bank management to negotiate.

"If they came out with a bid that was almost too good to resist, they would have credibility from the get-go," Keller said.

Central Pacific should have staged a formal proxy fight, he added. That’s where shareholders are convinced to use their proxy votes to get rid of current management and install one friendly to the merger.

But Central Pacific’s initial bid was not high enough to be taken seriously by arbitrageurs.

By the time Central Pacific significantly raised its bid, the merger had taken too long and opportunities to seize the upper hand had vanished.

City Bank also hired two high-powered New York specialists to assist them — the Skadden Arps law firm and Sandler O’Neill, an investment banker. As a result, they were able to legally outmaneuver Central Pacific, whose attorneys were not from "big-time law firms," Keller said.

Finally, Central Pacific should have been more hostile in their hostile takeover, he said. Either you win the takeover or you care what your neighbors think. The bank should have been firm whether they’d rather win or be liked, he said.

"This isn’t a tea party. You have to take the gloves off and fight dirty," he said. "The lesson to be learned here is you can’t do things halfheartedly, otherwise you undermine your own credibility. It’s a game that requires extremely aggressive tactics. … The Hawai'i culture is reluctant to be aggressive."

So, if after the dust has settled the merger is off, who would have won and who would have lost in this yearlong battle?

City Bank management would have won because they get to keep their jobs, said Eric Mais, chairman of the University of Hawai'i finance department. City Bank shareholders would lose because a chance to reap a large profit disappeared, and the stock might continue to fall if the deal is dead.

Central Pacific’s management would lose because the acquisition would have helped them lower costs and become a stronger competitor to Bank of Hawaii and First Hawaiian Bank, Mais said. Its shareholders would lose in the long term because a stronger bank could lead to higher share prices.

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