| 
Photo by James Sanna | Banker & Tradesman Staff
Boston Private Bank & Trust had multiple inquiries from suitors trying to buy it as its leadership and that of Silicon Valley Bank pursued merger negotiations earlier this year, according to the bank’s board of directors.
Boston Private’s board issued an investor presentation and sent a letter to shareholders explaining Boston Private’s decision to sell itself to SVB and refuting claims made by New York-based HoldCo Asset Management in its attempts to convince shareholders to vote down the deal. The shareholder vote is set to be held in less than three weeks.
“The letter and investor presentation reiterate why the SVB Financial transaction continues to provide the best path for maximizing value for Boston Private shareholders, and respond in detail to HoldCo’s misleading assertions, unsubstantiated analyses and reckless and illusory proposal that threatens to destroy substantial shareholder value,” the Boston Private board said in a statement announcing the letter and presentation.
HoldCo, which owns about 4.9 percent of Boston Private’s outstanding shares, had issued a nearly 50-page investor presentation on March 30 arguing why shareholders should reject the deal. The asset manager had also issued a public letter to shareholders on March 25 urging shareholders to vote against the sale.
HoldCo 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. It also called the valuation price unacceptable.
Boston Private’s presentation defended the bank’s process leading up to the deal with SVB, the timing of the deal, the suitability of SVB as a partner and the value of the transaction over more than 20 slides.
Boston Private said it did take inquiries from other potential bidders and that none made a more compelling offer than SVB. The bank also defended the valuation of the deal, noting that the board requested and received five increases to the price before finalizing the agreement.
Over several pages in the presentation breaking down the valuation, Boston Private said only one of 20 acquisitions over $500 million in the past three years involved a premium greater than what SVB is paying for Boston Private.
Boston Private said its shareholders are receiving a 30 percent premium in the deal based on the date of the announcement. According to Boston Private, over the past three years, the median premium at the time a deal was announced, not including the one with SVB, was 13 percent.
Under the terms of the merger agreement announced in January, Boston Private shareholders would receive 0.0228 shares of Silicon Valley Bank common stock and $2.10 of cash for each Boston Private share they own, representing a total consideration value of approximately $900 million.
Boston Private and HoldCo are both soliciting proxy votes from shareholders. The special shareholder meeting to vote on the deal is scheduled for April 27.
Earlier this week, Boston Private President and CEO Anthony DeChellis also sent a letter to employees who own stock reminding them to vote.
“Your vote is very important, regardless of how many shares you own,” DeChellis told employees in the letter, which was filed with the SEC. “The failure to vote your shares or an abstention from voting has the same effect as a vote against the transaction. The transaction cannot be completed unless the merger agreement is approved by the affirmative vote of at least 66 2/3 percent of the outstanding shares of Boston Private common stock entitled to vote.”
