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The Honolulu Advertiser

Posted at 2:26 p.m., Monday, September 13, 2004

Shareholders OK Central Pacific, City Bank deal

By Deborah Adamson
Advertiser Staff Writer

City Bank and Central Pacific Bank shareholders approved the proposed merger of the two banks today, clearing the way for the former rivals to begin operation as one bank on Wednesday.

Shareholders of CB Bancshares, City Bank's parent company, cast 80.23 percent of their shares in favor of Central Pacific's offer to buy them out for

$430 million, according to a preliminary count. Fewer than 4.5 percent of the shares were cast against the merger. About 15 percent of the shares were not voted.

Central Pacific shareholders voted 81.3 percent of their shares in favor of the merger and 2.2 percent opposed to it, with the remainder abstaining or not voting.

The vote took place at an uneventful shareholder meeting at the Dole Cannery this morning. No City Bank shareholder spoke in opposition to the merger.

The banks needed 75 percent of shares of both banks to vote in favor of the merger for it to go through.

Shareholder approval of the marriage capped 17 months of a mostly contentious pursuit by Central Pacific, which launched what was initially a hostile takeover attempt of City Bank. But the merger turned friendly a year later after Central Pacific increased its offer.

"You try to get the best for your investment," said Tamotsu Sahara, a retiree from Manoa, after casting his vote in favor of the merger at the meeting. "I think it's a pretty good deal. Initially I wasn't sure, but when they came back with a better deal, I thought it better go."

After the merger, City Bank will cease to exist — after nearly half a century of operation. It was founded by Japanese-Americans to serve their community.

City Bank executives had rebuffed Central Pacific for a year, arguing that the buyout would limit competition and harm employees, customers and borrowers. City Bank organized sign-waving campaigns and ran advertisements opposing the deal.

The 80 percent approval from City Bank shareholders marked a dramatic shift in sentiment from the time when City Bank managers, shareholders, employees and customers mounted a campaign to halt the takeover.

Brett Rabatin, senior research analyst at FTN Midwest Research in Nashville, Tenn., said the level of support was resounding but not unexpected given the ultimate acceptance of Central Pacific's offer by City Bank management.

"It was pretty remarkable how the tension between the two banks changed very rapidly," he said. "I could see where someone could see there might be a few dissidents out there. But I think the bank did a good job (building shareholder support) over the past few months."

Rabatin added that the 75 percent minimum needed to make the merger happen was relatively high compared with most states, where only a simple majority is required.

David Yamamoto, a City Bank customer in Wahiawa, said he was upset about the takeover when the effort first began.

"It was very, very unlocal. The other bank was being hostile and kind of abusive," he said. "The truly local way was to continue to have discussions, or find some people to (mediate)" instead of initiating a hostile takeover.

But what softened his view toward Central Pacific was its pledge not to lay off employees as a result of the merger, with the exception of top executives.

"Even though the fight was vicious, they are doing the sensible thing by keeping the personnel," Yamamoto said.

He plans to stay as a customer after the merger because he wants to continue dealing with the same folks at his branch.

"I like the way our people operate over here," he said.

In April, CB Bancshares accepted Central Pacific's offer to pay $20 in cash and 2.6753 Central Pacific shares for each share of CB Bancshares. As of Friday, the deal amounted to $96.24 a share. CB Bancshares closed at $96.58 a share in trading today.

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