Filed by Hanmi Financial Corporation
Pursuant to Rule 425 Under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
of the Securities Exchange Act of 1934
Subject Company: Pacific Union Bank
FDIC Certificate No.: 21765
The following press release was issued by Hanmi Financial Corporation on
March 15, 2004:
HANMI FINANCIAL CORP. ISSUES SECOND ROUND OF $30 MILLION IN
TRUST PREFERRED SECURITIES
LOS ANGELES, CA., March 15, 2004 -- Hanmi Financial Corporation (NASDAQ: HAFC),
whose wholly owned subsidiary, Hanmi Bank, is one of the leading financial
institutions serving the multi-ethnic communities of California, with emphasis
on the Korean-American community, today announced the issuance of $30 million in
Trust Preferred Securities to complete the TPS financing for the pending
acquisition of Pacific Union Bank (NASDAQ: PUBB). Hanmi previously announced the
issuance of $30 million in Trust Preferred Securities on January 8, also as part
of this financing.
Under the terms of the Trust Preferred transaction, the securities will mature
in 30 years and are redeemable, in whole or in part, without penalty, at the
option of Hanmi Financial Corporation after five years. The securities have a
floating rate, which will be reset quarterly, equal to the three-month LIBOR
rate plus 2.90 percent.
The acquisition of Pacific Union Bank by Hanmi Financial Corp. will create the
leading Korean-American community bank with more than $2.8 billion in assets.
About Hanmi Financial Corporation:
Headquartered in Los Angeles, Hanmi Bank, a wholly owned subsidiary of Hanmi
Financial Corporation, provides services to the multi-ethnic communities of
California, with 15 full-service offices in Los Angeles, Orange, Santa Clara and
San Diego counties. Hanmi Bank specializes in commercial, SBA, trade finance and
consumer lending, and is a recognized community leader. Hanmi Bank's mission is
to provide varied quality products and premier services to its customers and to
maximize shareholder value.
Forward-Looking Statements:
Statements contained in this release which are not historical facts are
forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995.
Such forward-looking statements are subject to risks and uncertainties which
could cause actual results to differ materially from those currently anticipated
due to a number of factors. Words such as "expect", "feel", "believe", "will",
"may", "anticipate", "plan", "estimate", "intend", "should", and similar
expressions are intended to identify forward-looking statements. These
statements include, but are not limited to, financial projections and estimates
and their underlying assumptions; statements regarding plans, objectives and
expectations with respect to future operations, products and services; and
statements regarding future performance. Such statements are subject to certain
risks and uncertainties, many of which are difficult to predict and generally
beyond the control of Hanmi Financial Corp., Hanmi Bank and Pacific Union Bank,
that could cause actual results to differ materially from those expressed in, or
implied or projected by, the forward-looking information and 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 businesses of Hanmi Bank and Pacific Union
Bank may not be combined successfully, or such combination may take longer to
accomplish than expected; (2) the growth opportunities and cost savings from the
merger may not be fully realized or may take longer to realize than expected;
(3) operating costs and business disruption following the merger, including
adverse effects on relationships with employees, may be greater than expected;
(4) governmental approvals of the merger may not be obtained, or adverse
regulatory conditions may be imposed in connection with governmental approvals
of the merger; (5) the stockholders of Hanmi Financial Corp. may fail to approve
the issuance of shares pursuant to the merger and the related equity financing;
(6) competitive factors which could affect net interest income and non-interest
income, general economic conditions which could affect the volume of loan
originations, deposit flows and real estate values; and (7) the levels of
non-interest income and the amount of loan losses as well as other factors
discussed in the documents filed by Hanmi Financial Corp. and Pacific Union with
the Securities and Exchange Commission or FDIC, as the case may be, from time to
time. None of Hanmi Financial Corp., Hanmi Bank or Pacific Union Bank undertakes
any obligation to update these forward-looking statements to reflect events or
circumstances that occur after the date on which such statements were made.
This communication is being made in respect of the proposed merger of Hanmi Bank
and Pacific Union Bank and issuance of shares of common stock by Hanmi Financial
Corp. in the merger and the financing transactions related to the merger. In
connection with the proposed transactions, Hanmi Financial Corp. filed a
registration statement on Form S-4 with the SEC on February 9, 2004, which was
subsequently amended on February 24, 2004, and further amended on March 5, 2004
containing the definitive joint proxy statement/prospectus for the stockholders
of Hanmi Financial Corp. and Pacific Union Bank. A merger proxy statement was
filed with the FDIC by Pacific Union Bank on February 9, 2004. STOCKHOLDERS OF
HANMI FINANCIAL CORP. AND STOCKHOLDERS OF PACIFIC UNION BANK ARE ENCOURAGED TO
READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS THAT IS A PART OF THE
REGISTRATION STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED MERGER. The definitive joint proxy statement/prospectus on file
with the SEC, as well as other relevant material (when they become available)
and any other documents filed by Hanmi Financial or Pacific Union Bank with the
SEC and the FDIC, are (or will be) available free of charge at the SEC's
website, www.sec.gov, from the FDIC's Public Reference Section at the FDIC, 550
17th Street, N.W., Accounting and Securities Disclosure Section, Room F6043,
Washington D.C. 20429, from Hanmi Financial Corporation, 3660 Wilshire
Boulevard, Suite PH-A, Los Angeles, California 90010, Attention: Stephanie Yoon,
or from Pacific Union Bank, 3530 Wilshire Boulevard, Suite 1800, Los Angeles,
California 90010, Attention: Diane Kim.
Hanmi Financial Corp., Pacific Union Bank and their respective directors and
executive officers and other members of management and employees may be deemed
to participate in the solicitation of proxies in respect of the proposed
transactions. Information regarding Hanmi Financial Corp.'s directors and
executive officers is available in Hanmi Financial Corp.'s proxy statement for
its 2003 annual meeting of stockholders, which was filed with the SEC on April
21, 2003, and information regarding Pacific Union Bank's directors and executive
officers is available in Pacific Union's proxy statement for its 2003 annual
meeting of stockholders, which was filed with the FDIC on May 7, 2003.
Additional information regarding the interests of such potential participants
(including the addition of one of the members of the Pacific Union Bank's board
of directors, who has yet to be identified, to the board of directors of Hanmi
Financial Corp. following the merger) is included in the joint proxy
statement/prospectus and the other relevant documents filed with the SEC and the
FDIC.
Contact:
Stephanie Yoon
Investor Relations
213-427-5631