CB Bancshares chief Ron Migita took questions from the press yesterday, but not from shareholders.

Shareholders pack
CB Bancshares
annual meeting

The company says little
about the takeover bid
from rival CPB Inc.

It's normally used as City Bank headquarters' lunchroom.

But more than 150 shareholders and employees -- many of them standing -- crammed together yesterday to digest any information Chief Executive Officer Ronald Migita could feed them about a $285 million offer from rival CPB Inc.

Normally, parent CB Bancshares Inc.'s annual meetings attract maybe a couple of shareholders, CB Bancshares spokesman Wayne Miyao said.

But yesterday the line of attendees extended out the door and television cameras waited nearby to find out what Migita would say about the proposed merger.

Migita, who has said very little publicly since the March 17 proposal, waited until the end of his 10-minute talk to briefly acknowledge the offer, and then, to the surprise of many in attendance, adjourned the meeting without opening the floor for questions.

Even the four sentences Migita devoted to the offer were a reiteration of what he previously has said. He confirmed he received the proposal, acknowledged it was being examined by CB Bancshares' board, management and financial and legal advisers, and asked for investors' patience while the process is being completed.

Afterward, he met with the media for five minutes and defended his decision not to field questions from shareholders.

"A proposal of this size and nature requires deliberate study and evaluation by the board, and the board has not yet made a decision on it," Migita said. "So we're not able to comment regarding the proposal."

Migita also said shareholders who have been calling with questions are being told by the company that it can't comment on the proposal because no decision has been made.

"Generally speaking, the calls I've been getting have been in support of our decision to study the proposal very carefully," he said. "We're not rushing into a decision here, and they understand that."

Several shareholders approached at the meeting were unwilling to talk about the offer. However, one midlevel CB Bancshares officer, who's also a shareholder, said he was against the merger.

"I think it's not appropriate in Hawaii because we're kind of a small society," he said. "We're not New York or L.A."

The employee said it would be sad if the bank were to disappear.

"The bank was born in 1959 and most of the employees want to celebrate the jubilee," he said. "We're 43 years old and employees don't want the bank to disappear before we reach the age of 50."

Clint Arnoldus, chief of Central Pacific Bank parent CPB, said he made the offer public last week because of CB Bancshares' reluctance to come to bargain. But Migita, for the second day in a row, talked about how Arnoldus' aggressive approach is not how business is done in Hawaii.

"For someone like me, born and raised in the islands, we work with each other on a cooperative basis," Migita said. "It's not our style because of our culture to be hostile or, as the term was used yesterday, strong-armed. We try to work harmoniously with each other."

Migita said he won't address whether the bank is for sale under any circumstances because he said that decision is up to the board. He also said a sweetened bid above CPB's current offer of about $70 a share may not influence the board because "there are many, many factors besides price considerations."

He also said the board is working as fast as it can but he didn't want to speculate on a timetable.

"Takeovers are not very common, particularly in the banking industry," Migita said. "So a hostile takeover proposal of this nature is very unusual. In my lifetime, this is my first experience."

Central Pacific Bank
City Bank


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