\nApril 7, 2021\n<\/p>\n<\/td>\n<\/tr>\n
\n\u00a0\n<\/p>\n<\/td>\n<\/tr>\n
\nDear Boston Private Shareholders:\n<\/p>\n<\/td>\n<\/tr>\n
\n\u00a0\n<\/p>\n<\/td>\n<\/tr>\n
\nThe special meeting of Boston Private shareholders to approve the value-maximizing transaction with SVB Financial, scheduled for April 27, 2021, is rapidly approaching.\u00a0\n<\/p>\n<\/td>\n<\/tr>\n
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If the merger with SVB Financial is completed, holders will be entitled to receive, for each share of Boston Private common stock owned, $2.10 in cash and 0.0228 shares of SVB Financial common stock, an implied value of $13.12 per share of Boston Private common stock based on the closing stock price of SVB Financial common stock on April 1, 2021, representing a 56% premium to Boston Private\u2019s unaffected share price as of immediately prior to announcement of the transaction.<\/b><\/p>\n<\/td>\n<\/tr>\n \u00a0<\/b><\/p>\n<\/td>\n<\/tr>\n The Boston Private Board of Directors (the \u201cBoard\u201d) carefully considered the company\u2019s available alternatives and concluded that the transaction maximizes value for, and is in the best interests of, all Boston Private Shareholders.\u00a0 The Board unanimously recommends that you vote on the WHITE proxy card \u201cFOR\u201d the proposed transaction with SVB Financial and \u201cFOR\u201d the other matters to be considered at the April 27, 2021 special meeting to approve the transaction.\u00a0 <\/b>You can vote by mail, over the Internet or by a toll-free telephone call.\u00a0 Simply follow the instructions on the attached WHITE proxy card.\u00a0 We urge you to vote by telephone or over the Internet to ensure your vote is received in time to be counted at the special meeting.\u00a0 <\/b><\/p>\n<\/td>\n<\/tr>\n \n\u00a0\n<\/p>\n<\/td>\n<\/tr>\n Your vote is very important, regardless of how many shares you own.\u00a0 The failure to vote your shares or an abstention from voting has the same effect as a vote against the transaction.\u00a0 The transaction cannot be completed unless the merger agreement is approved by the affirmative vote of at least 66 2\/3% of the outstanding shares of Boston Private common stock entitled to vote.<\/b><\/p>\n<\/td>\n<\/tr>\n \u00a0<\/b><\/p>\n<\/td>\n<\/tr>\n You may have received communications from an entity called HoldCo Asset Management, LP (\u201cHoldCo\u201d) seeking your support to defeat the transaction with SVB Financial.\u00a0 The Board believes that HoldCo\u2019s illusory proposal is a reckless gamble based on arguments without merit that, if successful, would imperil the value of your investment in Boston Private.\u00a0\u00a0 <\/b><\/p>\n<\/td>\n<\/tr>\n \u00a0<\/b><\/p>\n<\/td>\n<\/tr>\n Your Board is unanimous in its opposition to HoldCo\u2019s efforts and recommends you ignore their communications and not vote any of their gold proxy cards.\u00a0 If you have voted on a gold proxy card, please vote FOR the proposed transaction with SVB Financial using a WHITE proxy card.\u00a0 Only your latest dated vote counts.<\/b>\u00a0 <\/b><\/p>\n<\/td>\n<\/tr>\n \u00a0<\/b><\/p>\n<\/td>\n<\/tr>\n THE TRANSACTION MAXIMIZES VALUE FOR BOSTON PRIVATE SHAREHOLDERS<\/b><\/p>\n<\/td>\n<\/tr>\n \n\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \nThe Board believes that the transaction with SVB Financial is a financially and strategically compelling opportunity that maximizes value for, and is in the best interests of, all Boston Private shareholders.\n<\/p>\n<\/td>\n<\/tr>\n Compelling Valuation <\/i>\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \nAcross multiple financial metrics, the merger with SVB Financial represents one of the most financially attractive bank deals in years.\n<\/p>\n<\/td>\n<\/tr>\n \nAs a result of the Board\u2019s negotiating efforts, SVB Financial increased the value of the merger consideration offered from $7.60 per Boston Private share in August 2020 to $10.94 per Boston Private share as of December 31, 2020, the last trading day prior to the date of announcement of the merger agreement.\u00a0 At the time the transaction was announced, the merger consideration represented the highest price to forward earnings-per-share multiple and second-highest announcement date premium in a major bank transaction in the past three years.1<\/sup>\u00a0 This already-compelling premium has substantially increased since that time as a result of the appreciation of SVB Financial\u2019s share price, and represents an implied value of $13.12 based on SVB Financial\u2019s closing price on April 1, 2021, corresponding to a 56% premium to Boston Private\u2019s unaffected share price as of immediately prior to announcement of the transaction and a 21.2x price to forward earnings-per-share multiple.2<\/sup>\u00a0 The Board believes that the transaction with SVB Financial provides substantially higher and more certain value to Boston Private shareholders than the company\u2019s available alternatives. \u00a0\u00a0\u00a0\u00a0\u00a0\n<\/p>\n<\/td>\n<\/tr>\n The Right Partnership<\/i>\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \nSVB Financial is the right partner for Boston Private, which will further benefit current Boston Private shareholders once the merger is completed.\u00a0 It has a differentiated platform with a long track record of stellar execution and industry-leading growth, all of which will be enhanced by the capabilities of the combined company to leverage SVB Financial\u2019s balance sheet, expansive client network and position at the center of the innovation economy to augment Boston Private\u2019s wealth management solutions and accelerate value creation opportunities for Boston Private shareholders.\u00a0 Not only does the merger with SVB Financial provide significant immediate financial benefits to Boston Private shareholders through a compelling premium, the Boston Private Board believes that the transaction will enable shareholders to benefit from the strategic merits of the combination by participating in the upside potential of the combined company, and is the clear long-term value maximizing alternative for shareholders.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\n<\/p>\n<\/td>\n<\/tr>\n The Right Timing<\/i>\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \nThe Board\u2019s decision to capitalize on a compelling strategic opportunity with SVB Financial and lock-in a fixed exchange ratio when it did has already generated hundreds of millions of dollars in incremental value for Boston Private shareholders above<\/i> and beyond<\/i> the almost 30% premium already embedded in the implied value of the merger consideration at the time of announcement of the transaction.\u00a0 As described in detail below, delaying negotiations with SVB Financial in order to pursue discussions with other potential counterparties, as HoldCo has proposed, would have wiped away hundreds of millions of dollars in value for Boston Private shareholders, while providing no discernible benefits and significantly increasing various risks, including the potential loss of the SVB Financial deal altogether.\u00a0 The timing of the transaction was critical to capturing the upside potential in the price of SVB Financial common stock based on SVB Financial\u2019s continued strong performance.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\n<\/p>\n<\/td>\n<\/tr>\n The Right Process<\/i><\/p>\n<\/td>\n<\/tr>\n Independent Board Conducted Extensive Analysis and Carefully Considered All Available Alternatives<\/span><\/p>\n<\/td>\n<\/tr>\n \nIn 11 meetings over the course of several months, the Board assessed the company\u2019s standalone plan and the opportunities, risks and challenges associated with that plan, and analyzed with its financial advisor the universe of alternative potential strategic merger partners and the several inbound inquiries it received.\u00a0 The Board was very familiar with the strategic merits of those potential partners as well as the merger consideration they would potentially be able to offer as the result of the Board’s and its’ advisors’ significant corporate advisory, banking and financial services experience, and deep industry knowledge.\u00a0 Accordingly, the Board determined that:\n<\/p>\n<\/td>\n<\/tr>\n The Board\u2019s Process Maximized Value Without the Risks Inherent in an Auction<\/span><\/p>\n<\/td>\n<\/tr>\n \nHoldCo repeatedly asserts that the company referred to in Boston Private\u2019s definitive proxy statement as Company A \u201cwas offering a higher price than SVB was offering at that time.\u201d\u00a0 This is simply false.\u00a0 Neither Company A nor any other party \u2014 other than SVB Financial \u2014 made any offer or proposal to acquire Boston Private, either during the negotiation process with SVB Financial or at any time since announcement of the transaction.\u00a0 HoldCo\u2019s distortions underscore its inability to engage with real-world facts.\u00a0 Having no on-the-ground experience with bank M&A processes, HoldCo subscribes to a black-and-white, purely theoretical philosophy by which auctions must automatically lead to the best outcome for shareholders.\u00a0 But the transaction process implemented by the Board was not an academic exercise undertaken in an ivory tower \u2014 it was a real-world negotiation carefully designed and calibrated with the advice of expert advisors to maximize value for Boston Private shareholders.\u00a0 In the real-world, the tone of a conversation matters, timing matters and reasoned and experienced assessments of a potential acquiror\u2019s preparation, seriousness and ability to pay matter.\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \n\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \nThese nuances are lost on HoldCo, but they are reflected in precedent bank transactions, where a majority of target companies do not undertake auction processes, and where auction processes generally do not produce better results than bilateral negotiations.3<\/sup>\u00a0 The reasons are simple:\u00a0 the universe of potential strategic buyers for banks of Boston Private\u2019s size is limited and well-known to those in the industry; to the extent that any such potential buyers are interested in a strategic combination, they typically make their interest known to targets proactively; and for a business whose principal assets \u2014 its people \u2014 walk out the door at the end of every business day, the risks of running a broad auction process and exposing the company to potential leaks, market rumors and resulting employee and customer attrition are real and need to be weighed against the hypothetical and, in many cases, illusory benefits of running such a process.\u00a0\u00a0\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \nYet HoldCo would apparently have Boston Private open up its books and provide highly confidential and competitively sensitive diligence materials and access to employee and customer information to any competitor that expresses even the slightest interest in discussing a possible transaction, no matter how vague, soft or flimsy their overtures or terms might be.\u00a0 The Board disagrees with that philosophy.\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \nA review of the inquiries from HoldCo\u2019s three purported potential buyers confirms that there was no credible reason for Boston Private to affirmatively pursue further discussions with any of these parties, and that the Board chose the value-maximizing process.\u00a0\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \nFar from lending support to HoldCo\u2019s auction theory, what these various informal inquiries actually show is that the Board was extremely well-informed regarding the pool of potential strategic counterparties that might be interested in pursuing a strategic combination and the level of consideration that they might be able and willing to offer.\u00a0 If any of the parties that HoldCo asserts would have offered superior financial terms, or indeed any other potential strategic partner, were in fact interested in and capable of acquiring Boston Private at a premium valuation relative to the merger with SVB Financial, they would have submitted a proposal.\u00a0 None did.\n<\/p>\n<\/td>\n<\/tr>\n \nContrary to HoldCo\u2019s monolithic view of M&A processes, the Board does not believe that there is any single blueprint for how to achieve the best result in selling a company.\u00a0 It is a fact- and context-specific determination that requires careful consideration and evaluation of a number of factors that bear on the risks and benefits of approaching additional parties or instead pursuing a transaction with a company that has made a compelling strategic offer.\u00a0 The Board ran a robust, thorough and value-maximizing process for Boston Private shareholders and successfully secured one of the highest premia of any bank merger in years, and locked-in an exchange ratio at a time that has allowed Boston Private shareholders to benefit from the substantial upside in SVB Financial\u2019s stock price.\u00a0\n<\/p>\n<\/td>\n<\/tr>\n HOLDCO\u2019S PATH FORWARD IS RECKLESS, NOT VIABLE AND EXPOSES BOSTON PRIVATE SHAREHOLDERS TO SIGNIFICANT RISKS<\/b><\/p>\n<\/td>\n<\/tr>\n \nWhile the Board has provided a value-maximizing transaction with a compelling premium and significant long-term upside prospects, HoldCo lacks any coherent strategy or viable value proposition for Boston Private shareholders, and its proposed \u201cpath forward\u201d is illusory and would expose you to major risks.\n<\/p>\n<\/td>\n<\/tr>\n \nIt is clear that prior to the announcement of the SVB transaction, HoldCo was planning to launch a proxy fight against the Board and advocate for a sale of the company.\u00a0 But before HoldCo could do so, the Board capitalized on the opportunity with SVB Financial, delivering a strategic transaction at a price that maximizes value for Boston Private shareholders.\u00a0 The Board preempted HoldCo\u2019s platform by doing what was right for Boston Private shareholders and acting at the right time, but HoldCo is determined to move forward with its contest anyway.\n<\/p>\n<\/td>\n<\/tr>\n \nThe result is a \u201cpath forward\u201d that is reckless, unrealistic and lacks any feasible means of delivering additional value.\u00a0 Notwithstanding HoldCo\u2019s claims that the steps to achieving enhanced value are \u201csimple and straightforward,\u201d they are in fact fraught with risk.\u00a0 \u00a0\u00a0\u00a0\n<\/p>\n<\/td>\n<\/tr>\n HoldCo\u2019s Proposed Sale Process Threatens To Expose Boston Private to Uncapped Damages<\/i><\/p>\n<\/td>\n<\/tr>\n \nHoldCo continues to propose that Boston Private \u201ccommence a competitive [sale] process immediately.\u201d\u00a0 But as the Board noted in its prior communication to shareholders, commencing such a process would be a willful breach of Boston Private\u2019s obligations under the merger agreement with SVB Financial, an inconvenient fact that HoldCo knows, or should know if it had in fact read the publicly available merger agreement, but has blatantly ignored in all of its communications to you.\u00a0 HoldCo is either attempting to deliberately mislead you or is willing to expose your company to uncapped potential damages.<\/b>\u00a0\n<\/p>\n<\/td>\n<\/tr>\n HoldCo\u2019s proposed path forward is a fantasy, and entirely illusory.<\/b>\u00a0 Unless the parties mutually agree to terminate the merger agreement, until the January 3, 2022 termination date is reached or another termination event occurs, neither party can abandon the transaction and each must use reasonable best efforts to complete the merger.\n<\/p>\n<\/td>\n<\/tr>\n HoldCo\u2019s Expectations of Potential Acquirors Are Unrealistic and Unsupported<\/i><\/p>\n<\/td>\n<\/tr>\n \nHoldCo has now implicitlyacknowledged that a previously unknown mystery acquiror is not likely to materialize.\u00a0 As such, HoldCo is pinning its hopes on a limited universe of potential acquirors, several of whom made informal and preliminary inquiries of Boston Private that the Board carefully evaluated and, as discussed above, determined (correctly) were unlikely to result in terms more favorable to Boston Private shareholders than those offered by SVB Financial.\u00a0 HoldCo has not demonstrated why any of those parties, or for that matter any other potential acquiror, would suddenly be likely to make a proposal to acquire Boston Private, much less one that delivers more value than the transaction with SVB Financial.\u00a0 To date, no such proposal has been made.\u00a0 HoldCo may be comfortable taking a flyer on the unlikely possibility of such a proposal emerging; the Board is not.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\n<\/p>\n<\/td>\n<\/tr>\n Proposed Slash and Burn Approach Would Destroy Value<\/i><\/p>\n<\/td>\n<\/tr>\n \nPerhaps understanding that re-initiating a sales process is not feasible and that there is no mystery acquiror waiting in the wings, HoldCo has pivoted to proposing vague operational changes that amount to nothing more than a slash and burn approach designed to artificially boost short-term share price performance through excessive cost cutting and return of capital, to the detriment of the long-term value of the Boston Private franchise.\u00a0 HoldCo\u2019s analysis, resting on faulty and unsubstantiated assumptions, would fail to deliver value to Boston Private shareholders on par with the SVB Financial merger consideration even in the short term and likely result in significant customer and employee attrition and irredeemable damage to the Boston Private business.\u00a0 To make its plan appear to create value, HoldCo makes a series of groundless assumptions, including establishing cost-savings by reference to a set of peers with very different business models, assuming multiple expansion solely as a result of cost-cutting, and, most egregiously, assuming that the company could buy back $115 million of its shares at $10 while bumping its share price to more than $17 \u2014 an assumption both absurd on its face and that would raise serious questions under the federal securities laws.\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \nHoldCo\u2019s standalone \u201cplan,\u201d which might as well have been sketched out on the back of a napkin, further illustrates the dangers of delegating the strategy for ongoing operations of Boston Private and its subsidiaries to HoldCo.\u00a0 This slash and burn approach that fails to deliver value in the short term while destroying Boston Private\u2019s long-term prospects stands in stark contrast to the compelling value, upside participation and certainty of execution that the SVB Financial transaction will deliver for Boston Private shareholders.\n<\/p>\n<\/td>\n<\/tr>\n HoldCo\u2019s Withdrawal of Its Own Nominees Demonstrates a Lack of Commitment and the Absence of a Coherent Strategy<\/i><\/p>\n<\/td>\n<\/tr>\n \nAs the Board previously noted, HoldCo was forced to withdraw its nomination notice with respect to two of its nominees to the Boston Private Board \u2014 HoldCo\u2019s own co-founders Michael Zaitzeff and Vikaran Ghei \u2014 due to its parallel threatened proxy fight against another Boston-based bank holding company, Berkshire Hills Bancorp, Inc., where it also nominated Mr. Zaitzeff to the board of directors.\u00a0 That HoldCo consciously decided to forego the possibility of nominating a majority slate that included HoldCo\u2019s founders to the Boston Private Board in favor of having a single representative on the Berkshire board demonstrates HoldCo\u2019s utter lack of conviction in the strength of its arguments or its likelihood of success.\u00a0 Moreover, it confirms that HoldCo does not have a coherent strategy.\u00a0 It has a bag of risky, half-baked proposals and no idea how to execute on them.\u00a0 Even if HoldCo\u2019s three unaffiliated nominees were elected to the Board and adopted HoldCo\u2019s agenda, they would constitute only a minority of the Board and would have no mechanism to cause Boston Private to pursue HoldCo\u2019s ill-advised and risky gambles, and given HoldCo\u2019s board seat at Berkshire Hills, a competing bank operating in the same market as Boston Private, it is far from clear that HoldCo would even be able to actively participate, directly or indirectly, in key strategic decisions of the Boston Private Board given antitrust, bank regulatory and confidentiality considerations.\u00a0\n<\/p>\n<\/td>\n<\/tr>\n Though HoldCo has not articulated a feasible \u201cpath forward,\u201d all of its proposed roads lead to the same dead end:\u00a0 giving up a compelling transaction with certainty of value and significant upside in favor of a collection of reckless gambles, each with substantial and readily apparent risks, and highly theoretical and illusory potential benefits.\u00a0 <\/b><\/p>\n<\/td>\n<\/tr>\n HOLDCO\u2019S MISGUIDED ATTACKS AND BASELESS ASSUMPTIONS ARE NO SUBSTITUTE FOR THE BOARD\u2019S INFORMED VALUATION ANALYSES<\/b><\/p>\n<\/td>\n<\/tr>\n \nIn considering the SVB Financial transaction, the Board and its advisors carefully evaluated Boston Private\u2019s standalone plan and the valuation it implied, and determined that the SVB Financial transaction would deliver more value, sooner, with significantly more certainty and significantly less execution risk than the company\u2019s standalone plan.\u00a0\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \n\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \nIn contrast, Holdco has not undertaken any serious valuation analyses or engagement with Boston Private\u2019s standalone plan, and has made no attempt to defend its naive \u201csum of the parts\u201d and \u201ccontribution\u201d analyses \u2014 methodologies that are inapplicable to Boston Private\u2019s business or the transaction at hand, include numerous flawed assumptions and ignore fundamental valuation principles.\u00a0 Instead of defending its analyses, HoldCo has resorted to attacking the market\u2019s valuation of SVB Financial, using sleights of hand and pretending the world did not change as a result of the pandemic.\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \n\u00a0\n<\/p>\n<\/td>\n<\/tr>\n Attacks Against SVB Financial Are Misguided<\/i><\/p>\n<\/td>\n<\/tr>\n \nHoldCo presents several purported analyses that, while framed in different ways, boil down to a single assertion:\u00a0 HoldCo believes that the market is ascribing too much value to SVB Financial\u2019s shares, and that it knows better than the market.\u00a0\u00a0\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \nHoldCo\u2019s attacks against SVB Financial have no basis in reality.\u00a0 As industry analysts recognize, SVB Financial has a differentiated platform with exceptional growth opportunities in key industries, along with a history of operational excellence and credit quality that leaves little doubt about its ability to successfully capitalize on these opportunities.\u00a0 SVB Financial\u2019s premium valuation is not a short-term blip \u2014 it is based on a long-term track record of successful execution:\u00a0 over the last ten years, SVB Financial has significantly outperformed its peers on almost every key metric.\u00a0 Accordingly, each of SVB Financial\u2019s 1-, 3-, 5- and 10-year total shareholder returns far outpace its peers and banks generally.4<\/sup> The market again validated SVB Financial\u2019s premium valuation just two weeks ago, as SVB Financial successfully raised $1 billion in a common stock offering from major institutional investors in a single day at a price of $500 per share, implying a price-to-earnings multiple of 24.4x.5<\/sup><\/p>\n<\/td>\n<\/tr>\n \nHoldCo\u2019s attacks on SVB Financial fly in the face of what the rest of the market already knows, has known for years and has very recently validated \u2014 that SVB Financial\u2019s unique position at the center of the innovation economy, fundamentally different balance sheet and earnings growth opportunities and outstanding record of performance justify its premium multiple.\n<\/p>\n<\/td>\n<\/tr>\n HoldCo Is Living in a Pre-Pandemic World\u00a0\u00a0\u00a0 <\/i><\/p>\n<\/td>\n<\/tr>\n \nHoldCo attempts to undermine the compelling value created by the SVB Financial transaction by comparing the value of the merger consideration to Boston Private\u2019s pre-pandemic share price and referencing the parties\u2019 pre-pandemic performance.\u00a0 These comparisons are irrelevant, out of touch with reality and fail to take into account the significant changes in interest rates, the competitive environment and the businesses and growth prospects of Boston Private, SVB Financial and their respective clients arising out of the pandemic and ongoing recovery.\u00a0 HoldCo is living in the past and focused on pre-pandemic performance and share prices.\u00a0 The Board, on the other hand, is focused on maximizing value for Boston Private shareholders in the present and over the long-term \u2014 the Board evaluated Boston Private\u2019s future prospects in light of a changing environment and determined that the transaction with SVB Financial was the best way to maximize value.<\/p>\n<\/td>\n<\/tr>\n Sleights of Hand Reinforce HoldCo\u2019s Mistakes <\/i><\/p>\n<\/td>\n<\/tr>\n \nHoldCo\u2019s attempt to reframe the transaction consideration in terms of exchange ratio rather than value is not only incorrect, it repeats the same mistakes that HoldCo made in its valuation analyses and highlights how a process managed by HoldCo would have produced inferior results.\u00a0 HoldCo\u2019s assertions that the Board \u201cineptly negotiated for lower consideration as the process with SVB unfolded\u201d and that SVB Financial\u2019s final offer represented a 22% decline in value are blatantly false.\u00a0 The Board negotiated to increase<\/i> the value of the merger consideration from approximately $7.60 per Boston Private share to $10.94 per Boston Private share at the date of announcement of the transaction, a value reflecting the second-highest premium in a major bank transaction in the last three years.\u00a0 HoldCo\u2019s attempted sleight of hand again ignores the differing valuation and growth profiles of Boston Private and SVB Financial and the resulting possibility that their share prices would change at differing rates over time, while naively assuming that SVB Financial (or any other potential acquiror) would intentionally undervalue itself by negotiating a transaction without regard for positive changes to its own valuation and growth prospects.\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \nAnd yet, the increase in SVB Financial\u2019s stock price, the very issue about which HoldCo complains, would have been greatly exacerbated by HoldCo\u2019s suggestion that Boston Private invite other parties into an auction process to somehow \u201ckeep SVB honest\u201d about the market value of SVB Financial\u2019s shares.\u00a0 As HoldCo would have it, Boston Private would have been mired in an auction process with bidders the Board deemed unlikely to be competitive and, as a result, would have missed its window to capture the potential appreciation in the value of SVB Financial shares for the benefit of Boston Private shareholders.\u00a0 Had Boston Private sought to prolong negotiations with SVB Financial in order to run an auction process, not only would Boston Private have risked losing the SVB Financial transaction altogether, particularly in light of SVB Financial\u2019s final proposal being expressly conditioned on exclusivity, but even if a transaction had materialized based on the ultimately agreed pricing it would have cost Boston Private shareholders approximately $240 million in aggregate consideration value.6<\/sup>\u00a0 It was precisely those risks, along with the significant risks to the Boston Private franchise from a confidentiality, competitive, and employee and customer retention perspective, that the Board carefully weighed against the potential benefits of rejecting or attempting to delay SVB Financial\u2019s final proposal and pursuing discussions with other potential strategic parties.\u00a0 The Board correctly concluded that those risks far outweighed any conceivable benefits of delay. \u00a0<\/b><\/p>\n<\/td>\n<\/tr>\n THE BOARD RAN AN EXEMPLARY PROCESS DELIBERATELY SEQUENCED TO AVOID POTENTIAL CONFLICTS<\/b><\/p>\n<\/td>\n<\/tr>\n \nThe Board\u2019s thoughtful sequencing of the negotiations with SVB Financial avoided conflicts to ensure a result that maximized value for Boston Private shareholders.\u00a0 HoldCo\u2019s continued efforts to falsely paint the transaction with SVB Financial as a conflict-ridden, management-friendly deal have no basis in fact, do not hold up to even the most cursory level of scrutiny, and are a desperate attempt to gain traction where all substantive arguments have failed.\n<\/p>\n<\/td>\n<\/tr>\n The Board Ran a Model Process<\/i><\/p>\n<\/td>\n<\/tr>\n \nThe Board ran a thorough, independent-director-driven process that was deliberately sequenced to ensure that any negotiations between Mr. DeChellis or other members of management and SVB Financial related to post-closing employment or retention arrangements occurred only after<\/i> negotiations regarding the amount of the merger consideration and the other material transaction terms had been finalized.\u00a0 All members of the Boston Private Board other than Mr. DeChellis are fully independent, and the Board is comprised of a sophisticated and diverse group of directors with decades of collective financial services experience.\u00a0 Negotiations were led by a working group comprised of Mr. DeChellis and two independent directors with deep M&A and transactional experience.\u00a0 The Board\u2019s independent Chair, Stephen Waters, was intimately involved in the key pricing negotiations with SVB Financial, all of which took place more than a month before SVB Financial first provided a term sheet to Mr. DeChellis outlining the proposed terms for his continued employment following completion of the merger.\u00a0 And the entire Board was fully involved in overseeing the transaction process from start to finish.\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \nFor the Board to have formed a special committee to negotiate the transaction, as suggested by HoldCo, would have been both unusual and value destructive.\u00a0 Special committees are extremely rare \u2014 they have been used by target boards in just 6% of major bank transactions over the past ten years7<\/sup> \u2014 and are appropriate where there is a true board conflict that cannot otherwise effectively be mitigated, such as a transaction in which a controlling shareholder stands on both sides of a deal or conflicted directors have a special material interest in the transaction.\u00a0 That was definitively not the case with respect to Boston Private\u2019s arm\u2019s-length, third party merger negotiations with SVB Financial.\u00a0 Given the sequencing of the negotiations and the composition of the working group, the formation of a special committee would have done nothing to mitigate any purported \u201cconflict.\u201d\u00a0 Instead, it would have deprived Boston Private of Mr. DeChellis\u2019s operational expertise during negotiations, which was crucial in demonstrating the value of the company and its wealth management franchise to SVB Financial.\u00a0 A transaction of the strategic importance of the SVB Financial merger demands the careful review and consideration of all directors and should, in the Board\u2019s view, remain squarely within the ultimate province of the full Board, which is exactly what occurred.\n<\/p>\n<\/td>\n<\/tr>\n \nFurther, HoldCo\u2019s contention that the prospect of continued post-closing employment for Mr. DeChellis represented an \u201cirreconcilable conflict of interest\u201d is based on the false premise that Mr. DeChellis was likely to receive better post-closing employment terms from SVB Financial than from any other potential buyer.\u00a0 HoldCo\u2019s misleading characterizations rely on stale information, make apples-to-oranges comparisons of target to actual compensation levels, and fail to acknowledge Mr. DeChellis\u2019s waiver of termination protections and forfeiture of Boston Private equity awards. The fact is, Mr. DeChellis received from SVB Financial post-closing employment arrangements on customary and reasonable terms, in a strategic transaction where his ongoing involvement in Boston Private\u2019s wealth management business is an important value driver.\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \nThose arrangements are not unique to the SVB Financial transaction \u2014 every other hypothetical acquiror cited by HoldCo would have also acquired Boston Private in a strategic transaction where Boston Private\u2019s wealth management business would have been an important value driver, and so would have wanted to hire Mr. DeChellis.\u00a0 In fact, as disclosed in Boston Private\u2019s definitive proxy statement, in September 2020, one such potential party had expressed interest in hiring away Mr. DeChellis to run its wealth management business apart from an acquisition, which Mr. DeChellis declined.\u00a0 Mr. DeChellis had no reason to believe that the package offered by SVB Financial would be any better than that offered by any other possible merger partner, and therefore would have had no reason to direct the transaction toward SVB Financial instead of another merger partner.\u00a0 HoldCo\u2019s contention that there was an \u201cirreconcilable conflict of interest\u201d is wrong, and the Board carefully designed a process to ensure that no such conflict could arise.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\n<\/p>\n<\/td>\n<\/tr>\n HoldCo\u2019s Assertions Regarding Retention Arrangements Are False <\/i><\/p>\n<\/td>\n<\/tr>\n \nIn an even more brazen attempt to mislead you, HoldCo falsely asserts that the one-time merger costs expected to be incurred by SVB Financial \u201crepresent a direct transfer of wealth from BPFH shareholders to BPFH executives.\u201d\u00a0 In reality, SVB Financial has offered BPFH executives customary (and for a transaction of this size, relatively modest) retention awards with aggregate value of up to $7.5 million, roughly 3.5% of SVB Financial\u2019s total assumed restructuring costs and undoubtedly similar to what any other acquiror of Boston Private would have offered to ensure continued performance of Boston Private\u2019s franchise.\u00a0 These retention arrangements were put in place only after<\/i> the merger was announced and the pricing and other transaction terms were agreed, and are appropriately structured for retentive purposes \u2014 executives will not receive their full retention amounts unless they remain employed with SVB Financial for a full four years after completion of the merger.\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \nMost importantly, there is no basis for HoldCo\u2019s assertion that these retention costs, or for that matter any restructuring charges to be incurred by SVB Financial in connection with the transaction, somehow reduced the amount of the merger consideration payable to Boston Private shareholders, which was negotiated more than a month before SVB Financial put any retention arrangements in place or finalized its due diligence and preliminary restructuring cost analysis.\u00a0\u00a0\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \n*****\n<\/p>\n<\/td>\n<\/tr>\n \nIn sum, the Board believes that the transaction with SVB Financial is a financially and strategically compelling opportunity and is the value-maximizing alternative for all Boston Private shareholders.\u00a0 In contrast, HoldCo\u2019s proposed path forward is an ever-changing assortment of reckless gambles based upon an indefensible valuation and supported only by misleading assertions and unsubstantiated attacks.\u00a0 The Board believes that betting the future of Boston Private on HoldCo\u2019s illusory proposal is a risk that is simply too grave to tolerate. \u00a0\u00a0<\/b><\/p>\n<\/td>\n<\/tr>\n \n\u00a0\n<\/p>\n<\/td>\n<\/tr>\n For these reasons, and the reasons set out in greater detail in Boston Private\u2019s definitive proxy statement mailed to shareholders and its other materials filed with the SEC, the Board unanimously recommends that you vote on the WHITE proxy card \u201cFOR\u201d the proposed transaction with SVB Financial and \u201cFOR\u201d the other matters to be considered at the special meeting.<\/b>\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \n\u00a0\n<\/p>\n<\/td>\n<\/tr>\n Your vote is very important, regardless of how many shares you own.\u00a0 The failure to vote your shares or an abstention from voting has the same effect as a vote against the transaction.<\/b>\u00a0 The transaction cannot be completed unless the merger agreement is approved by the affirmative vote of at least 66 2\/3% of the outstanding shares of Boston Private common stock entitled to vote.<\/b><\/p>\n<\/td>\n<\/tr>\n \n\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \nIf you have any questions or need assistance voting your shares, please contact Innisfree M&A Incorporated, Boston Private\u2019s proxy solicitor, by calling toll-free at (877) 800-5187, or for banks and brokers, collect at (212) 750-5833.\n<\/p>\n<\/td>\n<\/tr>\n \n\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \nOn behalf of the Boston Private Board, thank you for your continued support of Boston Private.\n<\/p>\n<\/td>\n<\/tr>\n \n\u00a0\n<\/p>\n<\/td>\n<\/tr>\n \nSincerely,\n<\/p>\n<\/td>\n<\/tr>\n \nThe Boston Private Board\n<\/p>\n<\/td>\n<\/tr>\n<\/table>\n About Boston Private<\/span><\/p>\n \nBoston Private is a leading provider of integrated wealth management, trust and banking services to individuals, families, businesses and nonprofits. For more than 30 years, Boston Private has delivered comprehensive advice coupled with deep technical expertise to help clients simplify their lives and achieve their goals. The firm offers the capabilities of a large institution with the superior service of a boutique firm to clients across the United States. Boston Private is the corporate brand of Boston Private Financial Holdings, Inc. (NASDAQ: BPFH). For more information, visit www.bostonprivate.com<\/a><\/i>.\n<\/p>\n Advisors<\/span><\/p>\n \nWachtell, Lipton, Rosen & Katz is serving as legal counsel to Boston Private and Morgan Stanley & Co. LLC is acting as financial advisor to Boston Private.\n<\/p>\n Forward-Looking Statements<\/span><\/p>\n \nThis communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to SVB Financial\u2019s and\/or Boston Private\u2019s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as \u201cbelieve,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cintend,\u201d \u201ctarget,\u201d \u201cestimate,\u201d \u201ccontinue,\u201d \u201cpositions,\u201d \u201cprospects\u201d or \u201cpotential,\u201d by future conditional verbs such as \u201cwill,\u201d \u201cwould,\u201d \u201cshould,\u201d \u201ccould\u201d or \u201cmay,\u201d or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and we assume no duty to update forward-looking statements. Actual results may differ materially from current projections. In addition to factors previously disclosed in SVB Financial\u2019s and Boston Private\u2019s reports filed with the U.S. Securities and Exchange Commission (the \u201cSEC\u201d), the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Boston Private\u2019s shareholders on the expected terms and schedule; delay in closing the merger; the outcome of any legal proceedings that have been or may be instituted against SVB Financial or Boston Private; the occurrence of any event, change or other circumstance that could give rise to the right of one or both parties to terminate the merger agreement providing for the merger; difficulties and delays in integrating Boston Private\u2019s business or fully realizing cost savings and other benefits; business disruption following the merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; the inability to retain existing Boston Private clients; the inability to retain Boston Private employees; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms; and the impact of the global COVID-19 pandemic on SVB Financial\u2019s and\/or Boston Private\u2019s businesses, the ability to complete the proposed merger and\/or any of the other foregoing risks. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.\n<\/p>\n Important Additional Information and Where to Find It<\/span><\/p>\n \nIn connection with the proposed merger, SVB Financial has filed with the SEC a registration statement on Form S-4 that includes the proxy statement of Boston Private and a prospectus of SVB Financial. The registration statement on Form S-4, as amended, was declared effective by the SEC on March 17, 2021, and Boston Private commenced mailing of the definitive proxy statement\/prospectus to its shareholders on or about March 19, 2021. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. INVESTORS AND SHAREHOLDERS OF BOSTON PRIVATE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE DEFINITIVE PROXY STATEMENT\/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.\n<\/p>\n \nA free copy of the definitive proxy statement\/prospectus, as well as other filings containing information about SVB Financial and Boston Private, may be obtained at the SEC\u2019s Internet site (http:\/\/www.sec.gov<\/a>). Copies of documents filed with the SEC by SVB Financial will be made available free of charge on SVB Financial\u2019s website at http:\/\/ir.svb.com<\/a> or by contacting SVB Financial\u2019s Investor Relations department at 408.654.7400; 3005 Tasman Drive, Santa Clara, CA 95054; or ir@svb.com<\/a>. Copies of documents filed with the SEC by Boston Private will be made available free of charge on Boston Private\u2019s website at http:\/\/ir.bostonprivate.com<\/a> or by contacting Boston Private\u2019s Investor Relations department at 617.912.4386; 10 Post Office Square, Boston, MA 02109; or abromley@bostonprivate.com<\/a>.\n<\/p>\n Participants in the Solicitation<\/span><\/p>\n \nSVB Financial, Boston Private and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Boston Private in connection with the proposed merger. Information about the directors and executive officers of SVB Financial is set forth in the proxy statement for SVB Financial\u2019s 2021 Annual Meeting of Stockholders, which was filed with the SEC on March 4, 2021, and other documents filed by SVB Financial with the SEC. Information about the directors and executive officers of Boston Private is set forth in Boston Private\u2019s Form 10-K for the year ended December 31, 2020, as amended, and other documents filed by Boston Private with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the definitive proxy statement\/prospectus regarding the proposed merger. Free copies of this document may be obtained as described in the preceding paragraph.\n<\/p>\n \n_______________________ View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20210407005384\/en\/<\/a><\/span><\/p>\n Investor Relations Media KEYWORDS:<\/b> United States North America Massachusetts<\/p>\n INDUSTRY KEYWORDS:<\/b> Banking Professional Services Finance<\/p>\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \u00a0<\/td>\n<\/tr>\n \n \n \n \u00a0<\/td>\n<\/tr>\n \n \n \n \u00a0<\/td>\n<\/tr>\n \n \n \n \u00a0<\/td>\n<\/tr>\n \n \n \n \u00a0<\/td>\n<\/tr>\n \n \n \n \u00a0<\/td>\n<\/tr>\n \n \n \n \u00a0<\/td>\n<\/tr>\n \n \n \n \u00a0<\/td>\n<\/tr>\n \n \n \n \u00a0<\/td>\n<\/tr>\n \n \n \n \u00a0<\/td>\n<\/tr>\n \n \n \n \n \n
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1<\/sup> Bank transactions in excess of $500 million since January 1, 2018.
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2<\/sup> Based on equity research consensus 2021 earnings per share estimates of $0.62 per share as disclosed in Boston Private\u2019s definitive proxy statement.
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3<\/sup> Bank transactions in excess of $500 million since January 1, 2018.
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4<\/sup> As of April 1, 2021. SVB Financial 1-year, 3-year, 5-year and 10-year total shareholder return (\u201cTSR\u201d) of 245%, 101%, 369% and 742%, as compared to peers\u2019 TSR of 127%, 18%, 124% and 198% and median of the KBW Nasdaq Bank Index TSR of 114%, 21%, 105% and 181% over the same periods. Peers based on Morgan Stanley fairness opinion analysis, other than People\u2019s United Financial, Inc., where trading has been disrupted by the announced sale to M&T Bank Corporation.
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5<\/sup> Based on estimated 2021 earnings per share of $20.52 per Thomson Reuters median street estimates as of March 22, 2021, following SVB Financial\u2019s Form 8-K providing updated guidance.
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6<\/sup> Applying the agreed-upon pricing formula 30 trading days later would have yielded an exchange ratio of 0.0168x and a current implied value of the merger consideration of $10.22 per share, or approximately $840 million, as compared to the actual current implied value of the merger consideration of $13.12 per share, or approximately $1.08 billion, in each case based on SVB Financial\u2019s closing price on April 1, 2021.
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7<\/sup> FactSet data as of March 31, 2021 for bank transactions in excess of $500 million since January 1, 2010.\n<\/p>\n<\/p>\n
\n<\/b>
Adam Bromley
\n
(617) 912-4386
\n
abromley@bostonprivate.com<\/a><\/p>\n
\n<\/b>
Lucy Muscarella
\n
(617) 912-4402
\n
lmuscarella@bostonprivate.com<\/a><\/p>\n
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