HONOLULU -- CB Bancshares Inc. has agreed to acquire all 1.4 million outstanding shares of International Holding Capital Corp. for cash and stock valued at $34.50 a share, totaling $51.7 million.

The transaction was approved by the board of CB, the parent of City Bank of Honolulu, after International Holding agreed not to negotiate with any other potential suitor.

The bid by CB, which has $730 million of assets, caused Bancorp Hawaii, the state's largest holding company, to withdraw a previous offer. International Holding owns the $470 million-asset International Savings and Loan Association, Honolulu. The two institutions combined have 23 branches.

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