Ademi LLP is investigating Territorial (NASDAQ: TNBK) for possible breaches of fiduciary duty and other violations of law in its transaction with Hope Bancorp.
In the transaction, Territorial shareholders will receive only a fixed exchange ratio of 0.8048 shares of Hope Bancorp common stock in exchange for each share of Territorial common stock they own, in a 100% stock-for-stock transaction. Recently, Blue Hill Advisors LLC, in partnership with Allan Landon, has raised its cash offer to purchase Territorial from $12.00 to $12.50 per share, representing a 27% premium over the current offer by Hope Bancorp.
The transaction agreement unreasonably limits competing transactions for Territorial by imposing a significant penalty if Territorial accepts a competing bid. Territorial insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Territorial’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.