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The Honolulu Advertiser

Posted at 11:55 a.m., Monday, March 15, 2004

Central Pacific ups offer for rival to $400 million

By Andrew Gomes
Advertiser Staff Writer

Central Pacific Financial Corp. today upped its bid to buy rival CB Bancshares Inc. and said it would abandon efforts to acquire the parent of City Bank if the new $400 million offer is rejected.

Central Pacific proposed paying $22.27 in cash plus 2.4 shares of company stock for each CB share, or $87.26 per share.

That’s a 27 percent increase over the price of CB shares on Friday, and a 110 percent increase over the price of CB shares just before Central Pacific disclosed its initial offer on April 16, 2003.

The total value of the deal comes to $400 million, which represents a 33 percent increase over the roughly $300 million value of the previous offer.

The new offer, announced during a conference call with shareholders and analysts, would be withdrawn and merger plans canceled if City Bank refuses to discuss the bid by April 15.

City Bank spokesman Wayne Miyao said the bank will consult with its outside financial and legal consultants to assess the offer, and directors on the company’s board will make a decision in "due course."

Clint Arnoldus, Central Pacific chairman, president and chief executive officer, said he hopes City Bank shareholders will express support for the new offer and help convince management and directors to negotiate a deal.

"It’s always been our desire to have a friendly negotiated merger," he said during the conference call. "This compelling offer delivers a substantial premium to City Bank shareholders."

Central Pacific, the state’s fourth-largest bank, appealed to City Bank shareholders directly last year after City Bank management rejected a private offer.

City Bank, Hawai'i’s fifth-largest bank, has sharply criticized its rival’s tactics as violating accepted business practices in Hawai'i, and has drummed up support against the merger through rallys, advertising and testimony at state regulatory hearings.

In January, City Bank asserted in newspaper advertisements that $109 per share would be a more reasonable price for the bank and called Central Pacific’s original offer of $70 per share "a steal of a price."

Banking industry analysts at the time said $109 was more reflective of City Bank’s desire to scuttle the merger than a realistic counteroffer. Miyao of City Bank at the time said bank management likely would oppose the merger even if the price was increased to $109.

During the conference call earlier today, analyst Brett Rabatin with Midwest Research in Nashville, Tenn., expressed doubt that City Bank’s opposition to the deal would change.

"It’s hard for me to envision anticipating (City Bank) all of a sudden becoming more receptive to this transaction," he said.

City Bank has opposed two previous offers, calling them inadequate and harmful to employees and customers. The company has maintained that it can bring more value to its shareholders by remaining independent, and has significantly enhanced profits over the last year.

Central Pacific maintains a merger would create a stronger financial institution by enhancing efficiency and the ability to expand. Company officials promise to open a new branch for every once closed, and to not layoff any City Bank employees except for a few executives who would benefit financially from a takeover.

Federal and state regulators have approved the merger, leaving the final decision to the shareholders of the two companies and the courts.

If City Bank rejects the latest offer, Central Pacific said it would use money set aside for the merger to repurchase its own stock, initially investing $20 million in a repurchase program.

"We look forward to the next 30 days," Arnoldus said, "and have confidence we will be able to enter negotiations and complete a transaction that will be great for shareholders and for our communities, for our customers and employees."

Shares of City Bank stock rose $1.30 to $69.85 at the close of trading today. Shares were shy of the $70.54 high reached on March 5, but up from a recent low of $67.50 on March 11. Central Pacific shares closed at $26.25, down 82cents.

Reach Andrew Gomes at agomes@honoluluadvertiser.com or 525-8065.