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Strategic partnership will expand integrated banking, trust, and
wealth management services in Hawaii
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Combined firm will build on mutual focus of delivering comprehensive
financial solutions from highly qualified professionals familiar with
the local marketplace
IRVINE, Calif. & HONOLULU -- (Business Wire)
First
Foundation Inc. (NASDAQ: FFWM), a financial services company that
provides investment management, wealth planning, consulting, trust, and
banking services primarily to high-net-worth individuals and businesses
(“FFI”), and Pacific Rim Bank, a full-service community bank located in
Honolulu, Hawaii, today jointly announced the execution of a definitive
agreement and plan of merger whereby Pacific Rim Bank will merge with
and into First Foundation Bank, a wholly owned subsidiary of FFI.
“This strategic partnership provides First Foundation with an excellent
opportunity to build on our existing client base in Hawaii,” said Scott
Kavanaugh, Chairman and CEO of First Foundation. “We are thrilled at the
opportunity to now have a local presence in Honolulu from which to
deliver our comprehensive platform of bank, trust, and wealth management
solutions. Hawaii has been an important region for us and we are
committed to serving the unique financial needs of its thriving business
community as well as expanding programs available to local non-profits.”
Austin Imamura, CEO of Pacific Rim Bank, added, “We are pleased to
announce this strategic partnership with an organization that will
expand resources to the people and businesses in Hawaii by a local team,
offering First Foundation’s integrated wealth management, trust, and
insurance services. The merger will also expand bank deposit and lending
capabilities, allowing us to be more competitive in our market. Because
of its financial strength and profitable history with much of its growth
still before it, First Foundation makes for an ideal financial partner.
The merger will also enhance the legacy of our vision which allows us to
accomplish our business objectives for Hawaii, and to preserve our
community development projects, church, and other humanitarian
involvement that our bank was originally founded on.”
Under the terms of the merger agreement, Pacific Rim Bank shareholders
will become shareholders of FFI and each outstanding share of Pacific
Rim Bank common stock will be converted into 0.3950 of a share of FFI
common stock. In total, Pacific Rim Bank shareholders will own
approximately 7.8% of the outstanding shares of FFI’s common stock
immediately following the consummation of the merger. Based on FFI’s
closing stock price of $18.18 on November 24, the merger consideration
is valued at approximately $7.18 per share of Pacific Rim Bank common
stock or $11.8 million in aggregate. The value of the merger
consideration will change based on fluctuations in First Foundation’s
stock price.
The transaction is expected to be completed by mid-year 2015 subject to
approval by Pacific Rim Bank’s shareholders, the receipt of required
regulatory approvals, and other customary closing conditions. The
agreement was unanimously approved by the Board of Directors of each
company.
First Foundation was advised in this transaction by Stradling Yocca
Carlson & Rauth as legal counsel. Pacific Rim Bank was advised by
Sandler O’Neill + Partners, L.P., as financial advisor, and Manatt,
Phelps & Phillips, LLP, as legal counsel.
About First Foundation
First Foundation, a financial institution founded in 1990, provides
integrated investment management, wealth planning, consulting, trust,
and banking services. As of September 30, 2014, First Foundation
Advisors has $3.2 billion assets under management; First Foundation Bank
has $1.3 billion total assets. The company is headquartered in Irvine,
with offices in Newport Beach, Pasadena, West Los Angeles, San Diego,
Palm Desert, and the Imperial Valley in California, and Las Vegas,
Nevada. For more information about First Foundation, please visit our
website at www.ff-inc.com.
About Pacific Rim Bank
Pacific Rim Bank, founded February 27, 2006, offers full-service banking
to businesses and individuals in Hawaii. As a community bank, its
emphasis is on serving the needs of the local community as well as
small- to medium-sized businesses.
Forward-Looking Statements
This press release includes forward-looking statements about First
Foundation Inc., First Foundation Bank, and Pacific Rim Bank and the
proposed transaction. All statements in this press release, other than
statements of historical fact, are forward-looking statements. In
particular, statements regarding our expectations or beliefs about our
future financial performance or the realization of the expected benefits
of the merger transaction contained in the this press release are
subject to a number of risks and uncertainties and, as a result, FFI’s
future financial results could differ materially from those expected at
the current time due to such risk factors, some of which may be
difficult to predict and are beyond our control and the control of
Pacific Rim Bank. Those risks and uncertainties include, but are not
limited to: the risk that we will not succeed in obtaining the
regulatory or shareholder approvals needed for our acquisition of
Pacific Rim Bank; the possibility that cost savings and other benefits
expected to be realized from the acquisition may not be realized within
expected time frames or at all; and the possibility that integrating
Pacific Rim Bank’s banking business into First Foundation Bank’s banking
business could cost more, take longer, or be less successful than
expected. In addition, FFI’s business is subject to other risks and
uncertainties that could adversely affect its financial results in the
future. Those risks and uncertainties include, but are not limited to,
the risk of incurring loan losses, which is an inherent risk of the
banking business; the risk that the economic recovery in the United
States will stall or will be adversely affected by domestic or
international economic conditions and the risk that the Federal Reserve
Board will continue to keep interest rates low, any of which could
adversely affect our interest income and interest rate margins and,
therefore, our future operating results; and the risk that the
performance of our investment management business or of the equity and
bond markets could lead clients to move their funds from or close their
investment accounts with us, which would reduce our assets under
management and adversely affect our operating results. Additional
information regarding these and other risks and uncertainties to which
our business and future financial performance are subject is contained
in Item 1A, entitled “Risk Factors” in our 2013 Annual Report on Form
10-K for the fiscal year ended December 31, 2013, that we filed with the
SEC on March 25, 2014, and readers of this news release are urged to
review that additional information contained in that Annual Report.
Due to these and other possible uncertainties and risks, readers are
cautioned not to place undue reliance on the forward-looking statements
contained in this news release, which speak only as of today's date, or
to make predictions based solely on historical financial performance. We
also disclaim any obligation to update forward-looking statements
contained in this news release or in the above-referenced 2013 Annual
Report, whether as a result of new information, future events, or
otherwise, except as may be required by law or NASDAQ rules.
Additional information and where to find it
This press release does not constitute a solicitation of a proxy from
any shareholder of Pacific Rim Bank. In connection with the proposed
transaction between FFI and Pacific Rim Bank, FFI and Pacific Rim Bank
will be preparing a proxy statement that also will constitute a FFI
offering circular. That proxy statement/offering circular will be sent
to the shareholders of Pacific Rim Bank, who are urged to carefully read
the proxy statement/offering circular and any other relevant documents
when they become available because they will contain important
information about FFI, Pacific Rim Bank, and the proposed transaction.
It also will be possible to obtain copies of the proxy
statement/offering circular and other documents relating to the proposed
transaction (when they become available), free of charge, from First
Foundation upon written request to First Foundation Inc., Von Karman
Ave., Suite 700, Irvine, CA 92612; Attention: John Michel, or by calling
John Michel at 949-202-4160; or from Pacific Rim Bank upon written
request addressed to Pacific Rim Bank at 500 Ala Moana Blvd., Honolulu,
HI 96813; Attention: Randall Kawano, or by calling Randall Kawano at
808-457-3902.
Contacts:
First Foundation Inc.
John Michel
Chief Financial Officer
949-202-4160
jmichel@ff-inc.com
or
Tyler
Resh
Director of Marketing and Strategy
949-202-4131
tresh@ff-inc.com
Source: First Foundation Inc.
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