BBCN Bancorp in Los Angeles has agreed to buy Wilshire Bancorp in Los Angeles.
The $7.6 billion-asset BBCN said in a press release Monday that it will pay $1 billion, or $13 a share, in stock for the $4.7 billion-asset Wilshire. The deal, characterized by the companies as a merger of equals, is expected to close by mid-2016.
BBCN, which plans to change its name, would cement its position as the nation's biggest Korean-American bank with $12.3 billion in assets, $9.6 billion in loans and $10 billion in deposits. A consolidation committee will be responsible for rebranding and integration.
"We find it surprising that BBCN would have signed a definitive agreement with Wilshire at an implied purchase price that represents an approximately 5% discount to BBCN stockholders," Joseph Rho, Hanmi's chairman, said in a separate press release Monday. "What is even more disappointing is that BBCN and its advisers did not engage us in any discussions before entering into an inferior agreement with Wilshire."
Hanmi said that it will will continue to evaluate the proposed BBCN-Wilshire transaction "as details become available and, in light of that, its own proposal to combine with BBCN."
BBCN, meanwhile, noted in a regulatory filing Monday that there is a $40 million mutual termination fee if a superior offer emerges.
Steven Koh, Wilshire's chairman, will have the same post at BBCN. Kevin Kim, BBCN's chairman, president and chief executive, will remain president and CEO. Jae Whan Yoo, Wilshire's president and CEO, will serve in a consulting capacity after the deal closes.
The merger "creates for the first time a super-regional Korean-American franchise that will also be the seventh largest publicly traded bank headquartered in California," Koh said in the release. "The combination of BBCN and Wilshire will create an unrivaled organization with the only national platform providing full banking services in all of the major geographic markets in the United States with sizeable Korean-American communities."
BBCN expects to incur about $45 million in pretax merger-related expenses.
BBCN said the deal should provide "significant" accretion to the company's 2017 earnings. BBCN expects to cut $42 million in operating expenses, an amount equal to 16% of both companies' current expenses. BBCN noted that two-thirds of the companies' branches are located within a mile of each other.
The companies touted a broader set of products and services, noting that Wilshire offers warehouse lending, while BBCN has credit cards, equipment leasing and wealth management.
BBCN was advised by Keefe, Bruyette, & Woods and Morrison & Foerster. Wilshire was advised by Sandler O'Neill and Hunton & Williams.