HONOLULU, April 18 /PRNewswire-FirstCall/ -- In response to the statement
made this afternoon by CB Bancshares (Nasdaq: CBBI) ("CB") that said it is
examining CPB's merger proposal, CPB Inc. (NYSE: CPF) ("CPB") said the
following:
"We are disappointed that CB did not indicate that, despite the passage of
4 weeks since our offer, it still has not appointed a special committee of
independent board members, retained a financial advisor or engaged special
counsel to advise it regarding our proposal.
"We are confident that if and when CB's board and management carefully
review this proposal with the advice and assistance of such advisors, CB will
conclude, as we have, that a merger of our two companies will create a larger,
stronger locally run bank that is good for the shareholders of both companies,
customers and the state of Hawaii. We look forward to their response on or
before April 25, as set forth in our proposal."
FORWARD LOOKING INFORMATION
This document contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to, (i) statements about the benefits of a merger
between CPB Inc. ("CPB") 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 CPB's plans, 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 CPB's
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 CPB 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) the regulatory approvals required for
the merger may not be obtained on the proposed terms; (6) the failure of CPB's
and CBBI's 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 Hawaiian 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 company's 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 company's
activities.
Additional factors that could cause CPB results to differ materially from
those described in the forward-looking statements can be found in CPB's
reports (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 and available at the SEC's Internet site ( http://www.sec.gov ).
All subsequent written and oral forward-looking statements concerning the
proposed transaction or other matters attributable to CPB or any person acting
on its behalf are expressly qualified in their entirety by the cautionary
statements above. CPB does 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.
With respect to financial projections for CBBI contained in this document,
neither CBBI nor any analyst has published any information for 2003, 2004 or
2005. In addition, CPB has not been given the opportunity to do any due
diligence on CBBI other than reviewing its publicly available information.
Therefore, management of CPB has created its own financial model for CBBI
based on CBBI's historical performance and CPB's assumptions regarding the
reasonable future performance of CBBI on a stand-alone basis. These
assumptions may or may not prove to be correct. The assumptions are
inherently subject to significant uncertainties and contingencies, many of
which are beyond the control of CBBI. There is no assurance that these
projections will be realized and actual results are likely to differ
significantly from such projections.
Subject to future developments, CPB intends to file with the SEC a
registration statement to register the CPB shares to be issued in the proposed
transaction, including related tender/exchange offer materials, and one or
more proxy statements for solicitation of proxies from CPB shareholders, and
may file one or more proxy statements for solicitation of proxies from CBBI
shareholders, in connection with special meetings of such shareholders at a
date or dates subsequent hereto. Investors and security holders are urged to
read the registration statement, related tender/exchange offer materials, and
proxy statements (when available) and any other relevant documents 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 the registration statement, related tender/exchange
offer materials, and proxy statements (when available) and other relevant
documents at the SEC's Internet web site at www.sec.gov . The registration
statement, related tender/exchange offer materials, and proxy statements (when
available) and such other documents may also be obtained free of charge from
CPB by directing such request to: CPB Inc., 220 South King Street, Honolulu,
Hawaii 96813, Attention David Morimoto, (808) 544-0627.
CPB, its directors and executive officers and certain other persons may be
deemed to be "participants" if CPB solicits proxies from CBBI and CPB
shareholders. A detailed list of the names, affiliations and interests of the
participants in any such solicitation will be contained in CPB's preliminary
proxy statement on Schedule 14A, when filed. Information about the directors
and executive officers of CPB and their ownership of and interests in CPB
stock is set forth in the proxy statement for CPB's 2003 Annual Meeting of
Shareholders.
SOURCE CPB Inc.
-0- 04/18/2003
/CONTACT: investors, Neal Kanda, VP & Chief Financial Officer of CPB
Inc., +1-808-544-0622, nkanda@cpbi.com; or Larry Dennedy of MacKenzie
Partners, +1-212-929-5239, ldennedy@mackenziepartners.com, for CPB Inc.; or
Local Media, Ann Takiguchi, PR/Communications Officer of CPB Inc.,
+1-808-544-0685, or cell, +1-808-223-4434, atakiguchi@cpbi.com; or Neal Yokota
of Stryker Weiner & Yokota, +1-808-523-8802, ext. 13,
nyokota@strykerweiner.com, for CPB Inc.; or Financial Media, Ian Campbell,
idc@abmac.com, or Daniel Hilley, dch@abmac.com, both of Abernathy MacGregor
Group, +1-213-630-6550, for CPB Inc./
(CPF CBBI)
CO: CPB Inc.; CB Bancshares
ST: Hawaii
IN: FIN
SU:
JA
-- LAF014 --
6778 04/18/200303:23 EDThttp://www.prnewswire.com