Sept 19 - East West Bancorp Inc. (Nasdaq: EWBC), parent company of East West Bank, and MetroCorp Bancshares Inc. (Nasdaq: MCBI), parent of MetroBank, N.A. and Metro United Bank, have entered into a definitive agreement for the merger of MetroCorp into East West.
MetroCorp operates 18 branches under its two subsidiary banks, MetroBank and Metro United Bank. MetroBank operates 12 branches in Houston and Dallas, and Metro United Bank operates six branches in Los Angeles, San Francisco and San Diego. As of June 30, 2013, MetroCorp reported, on a consolidated basis, total assets of $1.6 billion, total loans of $1.2 billion and total deposits of $1.3 billion.
“This is a strategic merger that will significantly increase East West’s presence in Houston and allow entry into the Dallas market. Additionally, the merger further strengthens East West’s branch network in California and expands our footprint to San Diego,” stated Dominic Ng, chairman and CEO of East West. “MetroBank and Metro United Bank are both community banks with an attractive base of core retail and commercial customers and strong branch networks. We are excited to be able to provide these customers with access to East West’s wider product and service capabilities and larger branch network.”
Ng continued, “Further, we are very pleased that following the completion of the merger, George M. Lee has agreed to join East West as a senior advisor and chairman of our newly formed Texas Strategic Markets Advisory Council. With George’s long tenure and success in leading MetroCorp, we believe his strategic insight and guidance regarding the Texas market will be invaluable.”
George M. Lee, co-chairman, president and CEO of MetroCorp, stated, “We are pleased to have reached an agreement to merge with East West. As one of the top performing banks in the nation, East West has the balance sheet, scale and expertise to provide strong value for MetroCorp’s shareholders, customers and employees. Additionally, East West and MetroCorp share the same values and vision, making this combination a cultural fit as well.”
Under the terms of the definitive agreement, East West will acquire the outstanding shares of MetroCorp for the lesser of $14.60 per share and 1.72 times the per share tangible equity, as adjusted, for an aggregate purchase price of approximately $273 million based on the 18,699,638 shares currently outstanding. The shareholders of MetroCorp will receive two thirds of the merger consideration in shares of East West common stock and the remainder in cash. The exchange ratio for determining the number of shares of East West common stock deliverable to shareholders of MetroCorp will be based on the weighted average closing price of East West’s common stock over a 60 trading day measurement period ending five days prior to the closing.
The transaction, which has been unanimously approved by the East West and MetroCorp boards of directors, is expected to be completed during the first quarter of 2014, although delays may occur. The transaction is subject to customary closing conditions, including approval by MetroCorp shareholders and regulatory approvals.
The transaction is expected to be 4 percent accretive to East West’s 2014 full year earnings, excluding any one-time merger and restructuring charges.
After this merger, East West will grow from having one branch in Texas to 13 branches, including nine in Houston and four in Dallas. This merger will also add six branches to East West’s California branch network, including one branch in San Diego.
Sandler O’Neill + Partners, L.P. delivered a fairness opinion to the Board of Directors of MetroCorp. Bracewell & Giuliani LLP served as legal counsel to MetroCorp. RBC Capital Markets delivered a fairness opinion to the Board of Directors of East West. Manatt, Phelps & Phillips, LLP served as legal counsel to East West.
About East West
East West Bancorp is a publicly owned company with $23.3 billion in assets and is traded on the Nasdaq Global Select Market under the symbol “EWBC.” The company’s wholly owned subsidiary, East West Bank, is one of the largest independent banks headquartered in California. East West is a premier bank focused exclusively on the United States and Greater China markets and operates over 118 locations worldwide, including in the United States markets of California, New York, Georgia, Massachusetts, Texas and Washington. In Greater China, East West’s presence includes a full service branch in Hong Kong and representative offices in Beijing, Shenzhen and Taipei. Through a wholly-owned subsidiary bank, East West’s presence in Greater China also includes full service branches in Shanghai and Shantou and a representative office in Guangzhou. For more information on East West Bancorp, visit the company's website at www.eastwestbank.com.
MetroCorp Bancshares Inc. (Nasdaq: MCBI) provides a full range of commercial and consumer banking services through its wholly owned subsidiaries, MetroBank, N.A. and Metro United Bank. The company has 12 full-service banking locations in the greater Houston and Dallas, Texas metropolitan areas, and six full-service banking locations in the greater San Diego, Los Angeles and San Francisco, California metropolitan areas. As of June 30, 2013, the company had consolidated assets of $1.6 billion. For more information, visit the company's website at www.metrobank-na.com.