TriCo Bancshares stockholders and First Hawaiian shareholders have approved First Hawaiian’s acquisition of TriCo, clearing the companies’ shareholder-approval hurdle. The transaction will combine their banking businesses, Tri Counties Bank and First Hawaiian Bank, with First Hawaiian as the surviving company.
TriCo stockholders approved the merger by a wide margin at a special meeting on October 29. First Hawaiian shareholders also approved issuing First Hawaiian shares as merger consideration to TriCo stockholders. The companies did not give a closing date in their announcement.
Key details
- TriCo’s merger proposal passed: 24,113,014 shares voted in favor, 223,343 against and 29,594 abstained. Of the 31,966,630 shares eligible to vote, holders of 24,365,951 shares participated.
- First Hawaiian’s share issuance was approved: The new shares are to be delivered to TriCo stockholders as part of the acquisition. The announcement did not specify the exchange ratio or the number of shares to be issued.
- The transaction’s structure: TriCo will first merge into a First Hawaiian subsidiary, then TriCo will merge into First Hawaiian. First Hawaiian will remain as the surviving company.
- Executive compensation received advisory approval: TriCo stockholders approved, on a non-binding basis, merger-related compensation that may be paid to TriCo’s named executive officers. The vote was 22,950,706 for, 1,287,428 against and 127,816 abstentions.
- No adjournment vote was needed: Because the merger proposal received enough support, stockholders did not vote on a proposal to adjourn the meeting to seek more votes.
- The companies’ stated rationale: First Hawaiian CEO Bob Harrison said the combined banks would have greater capacity to invest in products, services and lending capabilities for customers and communities.
What changes for investors
The shareholder approvals remove a key approval hurdle and authorize the First Hawaiian shares intended as merger consideration. The announcement does not provide a closing date or detail any remaining transaction conditions.