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Exhibit No. 7
BNP PARIBAS Logo
Paris, May 07, 2001
PRESS RELEASE
BNP Paribas offers to acquire outstanding 55% of BancWest
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France's N(degree)1 listed bank plans to boost its International
Retail Banking franchise through acquisition of 100% control of US affiliate
BNP Paribas has proposed to acquire for a total amount of $2.45 billion the 55%
of BancWest Corporation's common stock that it does not already own at a price
of $35 in cash per share. The proposal was made to BancWest in accordance with
authorization granted by BancWest's Board of Directors. The Board acted upon the
unanimous recommendation of a five-member Special Committee of independent
directors which held exploratory discussions with BNP Paribas, and in accordance
with the agreements entered into in connection with the 1998 merger of the
former parent company of Bank of the West with and into First Hawaiian, Inc.
BNP Paribas was informed this morning that the Special Committee considers that
the proposal is in the best interest of BancWest's shareholders and has
unanimously recommended to the full Board of BancWest that it accept BNP
Paribas's offer.
Upon hearing of the Special Committee's recommendation, Walter Dods, Chairman
and Chief Executive Officer of BancWest, stated, "I'm looking forward to
participating in our Board meeting on Monday, May 7 to review the proposal. I am
pleased that our Special Committee is recommending that our Board approve the
proposal. It seems to be a compelling one that would be in the best interests of
all of our public stockholders as well as our customers, our community and our
employees."
In addition to Mr Dods and the five members of the Special Committee, the twenty
member BancWest Board includes nine representatives of BNP Paribas.
A key step in the implementation of the Group's International Retail Banking
strategy.
The proposed transaction, if consummated, would further the objectives set out
in BNP Paribas' industrial plan, which establishes as one of its top priorities
the development of international retail banking, a sector offering high return
potential for the group.
Following the transaction, BNP Paribas would be in a position to fully benefit
from BancWest's growth opportunities as well as 100% of its expanding cash
earnings.
BancWest is a bank holding company formed in November 1998 through the merger of
the parent company of Bank of the West, at that time a wholly-owned subsidiary
of Banque Nationale de Paris (BNP), with publicly-traded First Hawaiian, Inc. As
a result of the 1998 Bank of the West/First Hawaiian merger, BNP became the
owner of 45% of the merged entity and its largest shareholder.
As of 31 March 2001 BancWest had total assets of $19.4 billion, ranking as the
36th largest bank holding company in the United States in terms of assets.
BancWest serves 1.1 million households and businesses in the Western United
States and has 252 branches concentrated in Hawaii and six Western states:
California, Nevada, Oregon, Washington, Idaho, and New Mexico. Through First
Hawaiian Bank, BancWest has a leading market share in terms of deposits in
Hawaii. Among California banks, Bank of the West ranks fourth in terms of
assets. In addition to these community banking activities, BancWest also has a
significant nationwide consumer credit and specialized lending franchise.
BancWest has been able to meet all the projections made at the time of its 1998
merger. Highlights from the 1st quarter ended 31 March 2001 included:
o Double-digit earnings growth of 24.9% from the 1st quarter ended 31 March
2000.
o Increase in total assets of 10.8% compared to the same period a year
earlier. Loans totaled $14.2 billion, up 10.5%. Deposits were $14.7 billion,
up 10.4%.
o Improved efficiency. The efficiency ratio has steadily improved from 65.5%
in 1997 to 52.9% for the 1st quarter of 2001.
o Improved profitability ratios. BancWest's operating return on average
tangible assets was 1.62%, ranking it in the top half of the largest 50 bank
holding companies in the United States. Return on average tangible
stockholders' equity was 22.26%.
Lastly, the acquisition of 30 branches in New Mexico and Nevada was completed
during the first quarter of 2001. These branches, which were divested by First
Security following its merger with Wells Fargo, had $1.2 billion in deposits and
$225 million in loans at acquisition.
A solid investment
From its acquisition of Bank of the West in 1981, and through the merger with
First Hawaiian Bank in 1998, BNP Paribas has had a long and close relationship
with the management of its US affiliate. BNP Paribas plans to rely on this team
to continue guiding the institution in its successful development.
For the past 20 years, BNP Paribas has been proactively involved in the
development of Bank of the West and BancWest and has therefore acquired a
detailed understanding of its affiliate's core businesses and a deep confidence
in its ability to continue to grow profitably.
BancWest's focus on the retail banking market, its highly diversified loan
portfolio (Hawaii: 30%, Western US: 40%, national lending activities: 30%), its
absence of exposure to California utilities and its negligible exposure to the
high technology sector are expected to allow the bank to successfully weather
the current US economic slowdown. In the longer run, BNP Paribas believes that
the strong demographics of BancWest's core markets - population growth above six
percent for the seven states in which it operates -- offer very significant
growth potential.
Favorable Financial Terms
The offer translates into 15.15 X consensus estimated forward cash EPS and 2.13
X book value. Such terms are in line with those recently observed in comparable
US regional bank transactions.
In connection with the proposed transaction, BNP Paribas plans to finance the
investment without recourse to equity or debt issues.. The proposed
transaction's impact on BNP Paribas' capital ratios would be more than offset by
its 2001 expected after tax earnings and the previously stated objective of
maintaining its Tier 1 ratio (proforma of the Paribas CVR impact) in the range
of 7 % would therefore remain unchanged. In 2002, the structure of the
transaction assures a cash return superior to 8% after taxes without taking into
account any synergies.
As of 2001, taking into account the anticipated closing date, the proposed
transaction is expected to be slightly accretive (+ 0.1%) without taking into
account any synergies. Based on consensus GAAP estimates, BNP Paribas' 2002
earnings per share would increase by 0.6%.
The proposed transaction is expected to slightly increase BNP Paribas' return on
equity and would allow the group to achieve the 35% 2002 pre-tax ROE objective
set for its International Retail Banking Division.
An Ideal Platform for the Group to take advantage of Growth Opportunities in
the US
Should the offer be accepted, BNP Paribas would:
o Continue to support BancWest's disciplined value-added acquisition strategy;
o Accelerate the exchange of expertise and know-how between the two
organizations;
o Use BancWest as a platform for the potential development of additional
business lines in the US.
Baudouin Prot, Director and Chief Operating Officer of BNP Paribas, said "This
operation comes at a particularly opportune moment. The birth of BNP Paribas in
2000 created a world class entity, with global expertise and a comprehensive
product range offering wide-ranging cross selling opportunities in areas such as
consumer finance, private banking and asset management. Moreover, the Group's
newly-granted status as a US Financial Holding Company will allow it to develop
its US franchise in areas such as bancassurance, where it has recognized global
expertise."
BNP Paribas is advised by Merrill Lynch & Co. in connection with this
transaction.
Disclaimer:
BNP Paribas cannot guarantee that the above-referenced proposal will be accepted
by BancWest Corporation, nor the eventual date of such acceptance. In the event
that the proposal is accepted, the proposed transaction is subject to the
approval of regulatory authorities as well as that of the shareholders of
BancWest.
Contacts :
Antoine Sire 33-1 40 14 21 06
Henri de Clisson 33-1 40 14 65 14 Dominique Rault 33-1 40 14 65 16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A-5
Under the Securities Exchange Act of 1934
(Amendment No. 5)
BANCWEST CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
059790 10 5
(CUSIP Number)
BNP PARIBAS
16, Boulevard des Italiens
75009 Paris, France
(011) (33) (1) 4014-7286
Attention: Pierre Mariani
French American Banking Corporation
787 Seventh Avenue
New York, NY 10019
(212) 415-9626
Attention: Patrick Saurat
with copies to:
Daniel S. Sternberg
Paul E. Glotzer
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
(212) 225-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 4, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
BNP Paribas (successor by merger of Paribas with and into Banque
Nationale de Paris, "BNP Paribas") and French American Banking Corporation
("FABC") hereby amend their joint Statement on Schedule 13D dated November 10,
1998, as amended by Amendment No. 1 thereto, dated July 20, 1999 ("Amendment No.
1"), Amendment No. 2 thereto, dated September 20, 1999 ("Amendment No. 2"),
Amendment No. 3 thereto, dated November 30, 1999 ("Amendment No. 3"), and
Amendment No. 4 thereto, dated February 2, 2000 ("Amendment No. 4") relating to
the common stock, par value $1.00 per share (the "Common Stock"), of BancWest
Corporation, a Delaware Corporation (the "Issuer") (such Statement on Schedule
13D as amended, the "Schedule 13D"), as set forth below. All capitalized terms
used in this Amendment and not otherwise defined herein have the meanings
ascribed to such terms in the Schedule 13D.
On the evening of May 4, 2001, BNP Paribas sent a letter (the "Proposal
Letter") to a special committee of the board of directors of the Issuer. In the
Proposal Letter, BNP Paribas made a proposal to acquire all of the shares of
Common Stock that it does not already own at a price of $35.00 per share in
cash. A copy of the Proposal Letter is included as Exhibit 6 to this Schedule
13D and is incorporated by reference herein.
On the morning of May 7, 2001, BNP Paribas issued the press release
included as Exhibit 7 to this Schedule 13D which is incorporated by reference
herein.
The transaction described in the Proposal Letter, if consummated, could
have one or more of the effects described in sections (a)-(j) of Item 4.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 7, 2001
BNP PARIBAS
By: /s/ Pierre Mariani
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Name: Pierre Mariani
Title: Head of International Retail Banking
FRENCH AMERICAN BANKING CORP.
By: /s/ Patrick Saurat
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Name: Patrick Saurat
Title: Executive Vice President
Exhibit Index
Exhibit No. Description
6 Letter, dated May 4, 2001, from BNP Paribas to the special
committee the board of directors of BancWest Corproation.
7 Press Release, dated May 7, 2001.
Exhibit No. 6
BNP PARIBAS Logo
May 4, 2001
Special Committee of
The Board of Directors
BancWest Corporation
Ladies and Gentlemen:
The Board of Directors and the Chairman and Chief Executive Officer of BNP
Paribas have today authorized us to make a proposal to acquire all of the
outstanding shares of BancWest Corporation common stock not already owned by BNP
Paribas at a price of $35.00 in cash per share. As you know, we are making this
proposal in accordance with the authorization granted by BancWest's board of
directors (acting upon the unanimous recommendation of a Special Committee of
independent directors) under the 1998 Standstill and Governance Agreement.
We are furnishing to you with this letter a form of the merger agreement that we
would expect to enter into with BancWest. Given the regulatory approvals
required to complete the acquisition, we have proposed a one-step transaction in
which a newly formed subsidiary of BNP Paribas would merge with and into
BancWest.
BNP Paribas is committed to maintaining the relationships it has built since
1998 with BancWest's management team and employees and we hope that Mr. Dods
would be willing to remain as the chairman and chief executive officer of
BancWest following the merger. We also intend in connection with the merger to
enter into employment agreements with him and several of BancWest's senior
executives on mutually agreeable terms and to provide for the employee incentive
benefits reflected in the form of merger agreement.
Finally, we want to make clear that BNP Paribas intends to maintain BancWest's
longstanding commitment to the communities it serves, especially the people of
Hawaii.
BNP Paribas is prepared to devote all required resources to ensure timely
completion of the proposed transaction. We understand that our proposal will be
referred to the Special Committee for consideration and that the Special
Committee will make a recommendation to the full BancWest board of directors. In
considering our proposal, you should be aware that BNP Paribas regards its
investment in BancWest as part of its long-term strategy and we would not
consider reducing or disposing of our interest in BancWest.
We look forward to hearing from the Special Committee very soon.
Very truly yours,
BNP PARIBAS
/s/ Pierre Mariani
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Pierre Mariani
Head of International Retail Banking