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HoldCo Nominates Five Candidates for Boston Private Financial Holdings BoardHoldCo Asset Management, LP and its managed funds (collectively, "HoldCo"), which own 4,049,816 shares of common stock of Boston Private Financial Holdings, Inc. (NASDAQ: BPFH) ("Boston Private," "BPFH," or the "Company"), representing approximately 4.9% of the Company's outstanding shares, today announced that it has submitted a notice of its intention to nominate up to five highly-qualified candidates for election to the Boston Private Board of Directors (the "Board"). Vik Ghei and Michael Zaitzeff, Co-Founders of HoldCo, said, "We agree with the Board of Boston Private that the best way to maximize value for shareholders is to pursue a sales process. It is critical, however, that any such process be carried out with integrity and appropriate oversight. Based on what we know at this stage, we do not believe that this was true of the process that led to Boston Private's agreement to be acquired by SVB Financial Group ("SVB"), at a price that substantially undervalues the Company. We are naturally hesitant to trust the same Board that is responsible for Boston Private's persistent underperformance with charting the best possible course forward for shareholders. To that end we call upon the Company to make publicly available sufficient information for shareholders to assess the integrity of the process that led to the SVB acquisition announcement. If it turns out that the Board ran a flawed process, resulting in an unsatisfactory outcome for shareholders, then the Board does not deserve to continue being stewards of the shareholders' interests. This is why we have submitted a notice of nomination of five highly-qualified director candidates for election to the Board at the 2021 Annual Meeting prior to the January 23rd deadline to do so. We look forward to continuing to engage with the Company to maximize value for shareholders." HoldCo's director nominees include:
HoldCo's prior Letter to BPFH, as well as the HoldCo Presentation, can be accessed using the following link: http://www.holdcoam.com/wp-content/uploads/Letter-to-BPFH.pdf. About HoldCo Asset Management HoldCo Asset Management, LP is an investment adviser located in New York City. HoldCo was founded by Vik Ghei and Misha Zaitzeff. HoldCo currently has over $900 million in regulatory assets under management. HoldCo is being represented by the law firm Olshan Frome Wolosky LLP. CERTAIN INFORMATION CONCERNING PARTICIPANTS HoldCo Opportunities Fund III, L.P. ("HoldCo Fund"), together with the participants named herein (collectively, the "HoldCo"), intends to file a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission ("SEC (News - Alert)") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 annual meeting of shareholders of Boston Private Financial Holdings, Inc., a Massachusetts corporation (the "Company"). HOLDCO STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON (News - Alert) THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR. The Participants in the proxy solicitation are anticipated to be HoldCo Fund, VM GP VII LLC ("VM GP VII"), HoldCo Asset Management, LP ("HoldCo Asset Management"), VM GP II LLC ("VM GP II"), Vikaran Ghei, Michael Zaitzeff, Jeita L. Deng, Merrie S. Frankel and Laurie M. Shahon. As of the date hereof, HoldCo Fund directly owned 4,049,816 shares of Common Stock, par value $1.00 per share, of the Company (the "Common Stock"). As the general partner of HoldCo Fund, VM GP VII may be deemed to beneficially own the 4,049,816 shares of Common Stock owned directly by HoldCo Fund. As the investment manager of HoldCo Fund, HoldCo Asset Management may be deemed to beneficially own the 4,049,816 shares of Common Stock owned directly by HoldCo Fund. As the general partner of HoldCo Asset Management, VM GP II may be deemed to beneficially own the 4,049,816 shares of Common Stock owned directly by HoldCo Fund. As Members of each of VM GP VII and VM GP II, each of Messrs. Ghei and Zaitzeff may be deemed to beneficially own the 4,049,816 shares of Common Stock owned directly by HoldCo Fund. As of the date hereof, none of Mses. Deng, Frankel or Shahon beneficially own any securities of the Company.
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