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CB BANCSHARES, INC. TO ACQUIRE INTERNATIONAL HOLDING CAPITAL CORP. FOR $51.74 MILLION

 HONOLULU, July 16 /PRNewswire/ -- CB Bancshares, Inc. (NASDAQ: CBBI) announced today that it executed a definitive agreement for the previously announced acquisition of International Holding Capital Corp. (NASDAQ: ISLH) for approximately $51.74 million or $34.50 per share in cash and CBBI stock. Under the terms of the agreement, CBBI will exchange $15.53 in cash and .602 shares of CBBI common stock for each share of ISLH outstanding, subject to adjustment as provided in the agreement. The number of shares of CBBI common stock to be delivered in the exchange will be based upon the average of the closing bid and asked price of CBBI common stock on the NASDAQ-NMS for 20 trading days ending five calendar days prior to the closing date of the transaction. Stockholders of ISLH will receive not less than .547 shares or more than .669 shares of CBBI common stock in the exchange. The transaction will be accounted for as a purchase and is expected to be completed in last first quarter/early second quarter 1994, pending approval by appropriate regulatory authorities and stockholders of both companies. The transaction is expected to have no dilutive effect on future earnings per share of CBBI.
 In connection with the agreement, ISLH granted CBBI an option to acquire up to 12.5 percent of ISLH's outstanding common stock in certain circumstances at an exercise price of $25 per share. Certain repurchase rights, registration rights and rights of first refusal were granted in connection with the option. In addition, ISLH and CBBI each agreed to a break-up fee totaling $300,000 as liquidated damages in the event that the transaction is not completed under certain circumstances.
 Upon completion of the transaction, CBBI is expected to become the third largest bank holding company headquartered in Hawaii with assets in excess of $1.2 billion and equity of over $110 million. ISLH's principal subsidiary, International Savings and Loan Association, will become a wholly owned subsidiary of CBBI. All employees of International Savings are expected to continue in their current positions. Mr. Lionel Tokioka, chairman and CEO of ISLH, will become a director of CBBI.
 Mr. James Morita, chairman, president and CEO of CBBI stated that, "The acquisition of International Savings will greatly improve our competitive abilities in providing banking services to the citizens and businesses of Hawaii. International Savings offers strong mortgage banking services, an excellent branch system with a strong core deposit base that has minimal overlap with City Bank, and has a leading position in Hawaii serving the Filipino community. The acquisition will have no effect on the ability of International Savings' customers to conduct their banking business in the same manner as before. It will be business as usual in every respect, however, customers will reap additional benefits because of the enhanced retail banking and commercial/consumer lending available to them through City Bank and International Savings."
 Mr. Morita further stated "We are very pleased with this agreement and believe this merger is in the best interests of our stockholders, customers and employees. This combination will improve our competitive position enabling us to better serve our customers and the Hawaiian community. We are committed to building a strong community banking organization serving individuals and small- to medium-sized businesses in Hawaii."
 CBBI is the fourth largest bank holding company in Hawaii and parent of City Bank Honolulu, a state-chartered commercial bank operating 12 branches on three islands. Its primary customers are small- to medium- sized businesses and individuals. ISLH is the parent of International Savings, Honolulu, the third largest Hawaiian savings and loan association, which operates 11 branches on two islands.
 -0- 7/16/93
 /CONTACT: Henry L. Wong, executive vice president of CB Bancshares, Inc., 808-546-3940, or Robert Amen, president of Robert Amen & Associates, 203-629-2244, for CB Bancshares/
 (CBBI ISLH)


CO: CB Bancshares, Inc.; International Holding Capital Corp. ST: Hawaii IN: FIN SU: TNM

LG-SH -- NY004 -- 2352 07/16/93 09:09 EDT
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Publication:PR Newswire
Date:Jul 16, 1993
Words:657
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