Photo by James Sanna | Banker & Tradesman Staff
In a move one of its shareholders called “manipulative tactics,” Boston Private Bank & Trust decided to wait another week before holding a vote on the proposed merger with Silicon Valley Bank, adjourning Tuesday morning’s special shareholder meeting without conducting any business.
The meeting was adjourned until May 4 to give Boston Private more time to solicit proxies from shareholders, the bank said in a statement late Tuesday afternoon, and to let shareholders consider both banks’ recent operating results. The companies released their first quarter earnings last Thursday.
An “overwhelming majority of votes” received so far support Boston Private’s sale to SVB Financial Group, according to the statement. Boston Private needs two-thirds of its outstanding shares to vote in favor of the deal for the merger to happen.
“The adjournment is intended to provide Boston Private with more time to solicit additional proxies from shareholders to approve the merger agreement with SVB Financial Group and to give Boston Private shareholders additional time to consider information related to the transaction, including recent information regarding Boston Private’s and SVB Financial’s operating results,” Boston Private said in the statement.
The decision comes amid an ongoing effort by New York-based HoldCo Asset Management to stop the sale. HoldCo, which owns about 4.9 percent of Boston Private’s outstanding shares, has argued that the agreement between Boston Private and SVB came after a “non-existent sales process,” contending that Boston Private did not pursue other possible acquisition partners.
The asset manager also called the valuation price unacceptable. HoldCo sent shareholders proxy cards encouraging a vote against the deal.
Three independent proxy advisory firms have recently recommended that shareholders vote in favor of the deal, but after the first recommendation from Institutional Shareholder Services was announced, HoldCo noted that the firm’s findings supported some of HoldCo’s concerns.
“ISS’s rare ‘cautionary support’ recommendation for the merger gives significant credence to the concerns we have expressed,” HoldCo said in an April 15 statement. “Further, in its report ISS makes numerous points that would seem to support a vote against the merger. We continue to believe that shareholders would be better off under any scenario other than the merger.”
Among the points noted by HoldCo were ISS’s conclusions that SVB might be hesitant to walk away from the transaction if shareholders voted against it and that it would be easier for SVB to consider increasing the offer given the strategic nature of the deal.
But in a separate statement yesterday afternoon, SVB said the price was “the best and final” offer.
“To provide clarity to Boston Private shareholders, SVB is confirming it will not increase the purchase price if Boston Private shareholders do not approve the transaction at the adjourned meeting,” SVB said.
HoldCo in a statement Tuesday evening said the decision by Boston Private’s board of directors to adjourn the meeting demonstrated that shareholders expected a better offer.
“We also view the adjournment as a shameless maneuver by the [Boston Private board] to manipulate the voting process in order to force through a merger that grossly undervalues the company,” HoldCo said in yesterday’s statement. “We continue to believe that [Boston Private] shareholders can and should expect more value, whether from SVB or one of many potential buyers that we believe would be interested in acquiring the company.”
The online-only meeting will reconvene at 9 a.m. on May 4, the earliest available date for the meeting, Boston Private said.
