Filed by Central Pacific Financial Corp.
Pursuant to Rule 425 of the Securities Act
of 1933, as amended, and deemed filed
pursuant to Rule 14a-12
under the Securities Exchange Act of
1934, as amended
Subject Company: CB Bancshares, Inc.
Commission File No. 333-104783
The following is a joint investor presentation by Central Pacific Financial Corp. and CB Bancshares, Inc., and posted on Central Pacific Financial Corp.'s website at www.centralpacificbank.com on April 23, 2004.
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[Logo] [Logo]
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This document contains forward-looking statements. Such statements include, but are not limited to, (i) statements about the benefits of a merger between Central Pacific Financial Corp. (CPF) and CB Bancshares, Inc. (CBBI), including future financial and operating results, costs savings and accretion to reported and cash earnings that may be realized from such merger; (ii) statements with respect to CPFsplans, objectives, expectations and intentions and other statements that are not historical facts; and (iii) other statements identified by words such as believes, expects, anticipates, estimates, intends, plans, targets, projects and other similar expressions. These statements are based upon the current beliefs and expectations of management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the business of CPF and CBBI may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; (3) revenues following the merger may be lower than expected; (4) deposit attrition, operating costs, customer loss and business disruption, including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers, may be greater than expected following the merger; (5) any necessary approvals for the merger may not be obtained on the proposed terms; (6) the failure ofCPFsand CBBIs shareholders to approve the merger; (7) competitive pressures among depository and other financial institutions may increase significantly and may have an effect on pricing, spending, third-party relationships and revenues; (8) the strength of the United States economy in general and the strength of the Hawaii economy may be different than expected, resulting in, among other things, a deterioration in credit quality or a reduced demand for credit, including the resultant effect on the combined companys loan portfolio and allowance for loan losses; (9) changes in the U.S. legal and regulatory framework; and (10) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) and the impact of such conditions on the combined companys activities.
Additional factors that could cause actual results to differ materially from those described in the forward-looking statements can be found inCPFsand CBBIsreports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (SEC) and available at the SECs Internet web site (www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to CPF or CBBI or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. CPF and CBBI do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.
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CPF will amend its registration statement on Form S-4 to register shares of CPF common stock to be issued in this transaction. The registration statement is not final and will be further amended. The registration statement will include a joint proxy statement/prospectus for solicitation of proxies from CPF and CBBI shareholders, in connection with meetings of such shareholders at a date or dates subsequent hereto. Investors and security holders are urged to read the registration statement and joint proxy statement and any other relevant documents (when available) filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. Investors and security holders may obtain a free copy of documents filed with the SEC at the SECs Internet web site at (www.sec.gov). Such documents may also be obtained free of charge from CPF by directing such request to: Central Pacific Financial Corp., 220 South King Street, Honolulu, Hawaii 96813, Attention: David Morimoto, (808) 544-0627; or from CBBI by directing such request to: CB Bancshares, Inc., 201 Merchant Street, Honolulu, Hawaii 96813, Attention: Investor Relations, (808) 535-2518.
CPF and CBBI, and their respective directors and executive officers and certain other persons may be deemed to be participants in the solicitation of proxies from the shareholders of CBBI and CPF in connection with the merger. Information about the directors and executive officers of CPF and their ownership of and interests in CPF stock is set forth in the proxy statement for CPFs2004 Annual Meeting of Shareholders. Information about the directors and executive officers of CBBI and their ownership of and interests in CBBI stock is set forth in the proxy statement for CBBIs2004 Annual Meeting of Shareholders. Additional information regarding the interests of those participants may be obtained by reading the joint proxy statement/prospectus regarding the proposed transaction when it becomes available.
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Aggregate Consideration per CBBI Share |
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2.6752 shares of CPF Stock + $20.00 |
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in cash shareholders can elect |
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cash or stock (subject to proration) |
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Offer Price(1) |
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$91.83 per CBBI share |
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Premium Over Closing Price (04/22/04)(2) |
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26% |
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Implied Transaction Value |
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$420 million |
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Pro Forma Ownership |
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59% CPF; 41% CBBI |
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Anticipated Closing |
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Q3-2004 |
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Shareholder Votes Required |
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CPF and CBBI |
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Due Diligence |
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Completed |
(1) Based on CPF stock price of $26.85 on 04/22/04.
(2) Based on CBBI stock price of $73.13 on 04/22/04.
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$2.28 billion asset institution headquartered in Honolulu
24 full service offices serving 4 counties in Honolulu, Hawaii, Maui and Kauai
$1.81 billion in deposits
$1.46 billion in loans(1)
38.5% CRE
20.9% 14 family
19.5% commercial
(1) Excludes loans held for sale.
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$1.87 billion asset institution headquartered in Honolulu
21 full service offices serving 4 counties in Honolulu, Maui, Hawaii and Kauai
$1.31 billion in deposits
$1.35 billion in loans
34.5% 14 family
29.2% consumer CRE
15.8% commercial
(1) Excludes loans held for sale.
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Local Community & Customers
Creates a stronger bank for Hawaii
$2.8B in loans(1); $3.1B in deposits(1); $4.2B in assets(1)
14% deposit market share in Hawaii(2)
Customers in the local community benefit
Expanded fiercely loyal personalized service
Added convenience: Larger branch & ATM network
Broader menu of products and services
Larger lending capacity
(1) Source: CPF and CBBI financials as of 03/31/04.
(2) Source: SNL Securities.
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Shareholders of Both Banks Win
Significant value creation
Accretive to EPS in first full year
Consolidation, scale and
efficiency result in fully phased-
in anticipated annual cost
saves of $19.5 million
Large, well capitalized balance sheet of over $4 billion
Substantial capital generation over time
CBBI shareholders receive 25.6%(1) premium
Increased investor visibility & trading liquidity
Over $700 million pro forma market cap(2)
NYSE listing
(1) Based on CBBI stock price of $73.13 as of 04/22/04.
(2) Based on CPF share price of $26.85 as of 04/22/04.
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CPF-CBBI: Significantly Builds
Deposit Market Share in Hawaii
[Chart]
Source: SNL Securities data as of 04/22/04.
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Its
a Logical Fitand
Easy to Integrate
Similar roots and culture
Common roots, post-WWII founding
Local values
Focused on personalized service
Same market
Small and mid-sized businesses, retail customers
Overlapping geography
Common Fiserv based technology platform
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CPF-CBBI: A Great Fit
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CPF |
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CBBI |
Founded in |
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1954 |
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1959 |
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Operations |
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24 branches on 4 islands |
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21 branches on 4 islands |
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Deposit Rank |
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#4 |
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#5 |
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Common Heritage |
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Founded to serve the Japanese-American Community in Hawaii |
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Market Focus |
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Become local bank of choice in Hawaii |
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Substantial Overlap in Branch Locations
[MAP]
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Clint Arnoldus |
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CEO |
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Neal Kanda |
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President & COO |
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Dean Hirata |
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EVP, CFO |
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Blenn Fujimoto |
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EVP, Hawaii Market |
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Alwyn Chikamoto |
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EVP, National Market |
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Doug Weld |
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EVP, CCO |
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Ron Migita |
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Non-Executive Chairman |
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Goalcapture market share
Best Bank for Hawaii
Focus on growth market segments
Small business
Commercial real estate
Expand core competencies
Trust services
Private banking
Asset management
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CPF-CBBI: Strong Balance Sheet
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($in millions) |
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CPF |
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CBBI |
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Pro Forma(1) |
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Loans |
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$1,459 |
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$1,350 |
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$2,809 |
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Assets |
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2,284 |
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1,874 |
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4,158 |
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Deposits |
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1,805 |
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1,309 |
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3,114 |
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Shareholders Equity |
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204 |
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178 |
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509 |
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Source: SNL.
Note: As of 03/31/04.
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CPF-CBBI: Strong Balance Sheet
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3/31/04 |
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06/30/04 |
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CPF |
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CBBI |
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Pro Forma |
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Tangible Equity/Tangible Assets |
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8.92 |
% |
9.50 |
% |
5.53 |
% |
Leverage Ratio(1) |
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11.41 |
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9.33 |
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7.41 |
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Tier 1 Risk-Based Ratio |
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15.85 |
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12.26 |
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9.40 |
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Total Risk-Based Capital Ratio |
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16.85 |
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13.19 |
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10.63 |
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NPAs/Loans + OREO |
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0.25 |
% |
0.35 |
% |
0.29 |
% |
Reserves/Loans |
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1.70 |
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2.16 |
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1.92 |
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Source: SNL.
Note: Pro Forma assumes asset growth of 5% annually for CPF and 3% annually for CBBI. Risk weighted assets forecasted to remain a constant percentage of total assets.
Note: There is no assurance that these projections will be realized and actual results are likely to differ significantly from such projections.
(1) Defined as Tier 1 Capital divided by Average Tangible Assets.
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Earnings for CPF
$2.19 per share in 2004, $2.35 per share in 2005, $2.51 per share in 2006
Earnings for CBBI(1)
$6.40 per share in 2004, $6.78 per share in 2005, $7.19 per share in 2006
$19.5 million of cost saves
17% of combined operating expenses
67% in 2005, 100% in 2006
Core-deposit intangible estimated at $24 million, amortized over 10 years
$50 million net after-tax restructuring charge
(1) Prepared by CPF management.
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CBBI Non- |
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Interest |
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Cost Savings |
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Expense |
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2004E |
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2005E |
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2006E |
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Compensation and Benefits |
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$31,000 |
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$6,490 |
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$9,735 |
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% of Compensation and Benefits |
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21 |
% |
35 |
% |
Net Occupancy |
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6,800 |
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1,858 |
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2,787 |
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% of Net Occupancy |
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27 |
% |
41 |
% |
Other Expenses |
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22,500 |
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4,604 |
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6,906 |
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% of Other Expenses |
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20 |
% |
31 |
% |
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Total Non-Interest Expense |
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60,300 |
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12,952 |
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19,428 |
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% of Total Non-Interest Expense |
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21 |
% |
32 |
% |
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Pro Forma EPS Impact of
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Projected for Fiscal Year |
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Earnings Projections |
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2005 |
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2006 |
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CPF Stand-Alone GAAP EPS(1) |
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$2.35 |
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$2.51 |
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Pro Forma GAAP EPS(2) |
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$2.57 |
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$2.87 |
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Accretion to CPF ($) |
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$0.22 |
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$0.36 |
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Accretion to CPF (%) |
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9 |
% |
14 |
% |
Pro Forma Cash EPS(2) |
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$2.62 |
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$2.92 |
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Accretion to CPF ($) |
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$0.27 |
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$0.41 |
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Accretion to CPF (%) |
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11 |
% |
16 |
% |
Note: Neither CBBI nor any analyst has published any information for 2004, 2005 and 2006. There is no assurance that these projections will be realized and actual results are likely to differ significantly from such projections.
Note: Assumes cost saves of $13 million in 2005 and $19.5 million in 2006.
(1) Source: CPF projections.
(2) Assumed EPS projections for CBBI of $6.40 in 2004, $6.78 in 2005 and $7.19 in 2006 provided by CPF management.
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($in millions) |
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Projected for Fiscal Year |
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Earnings Projections |
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2005 |
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2006 |
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CPFs Earnings |
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$38.5 |
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$41.2 |
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CBBIs Earnings |
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30.6 |
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32.4 |
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After-Tax Cost Savings |
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7.8 |
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11.7 |
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CDI Amortization |
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(1.5 |
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(1.5 |
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Other Adjustments(1) |
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(3.4 |
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(3.4 |
) |
Pro Forma Net Income |
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$72.0 |
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$80.5 |
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Note: All projections for both CPF and CBBI provided by CPF Management. There is no assurance that these projections will be realized and actual results are likely to differ significantly from such projections.
(1) Includes opportunity cost of cash component of consideration and restructuring charge.
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CPF-CBBI: Diversified Loan Portfolio
[GRAPHIC]
Source: CPF and CBBI financials.
Note: As of 12/31/03.
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CPF-CBBI: Strong Core Deposit Portfolio
[GRAPHIC]
Source: CPF and CBBI financials.
Note: As of 12/31/03.
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Merger of
[LOGOS]
Hawaii Bank
April 23, 2004
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