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Bank brass urges shareholders to back HSBC buyout bid

HSBC Plc's London headquarters

The Bank of Bermuda's top brass have sent out a letter to shareholders only ten days after proxy materials went out, reiterating their view that the proposed sale to multinational banking giant is in the best interest of all stakeholders and should be voted in favour of.

The letter sent out to investors on Friday was signed off by chairman Joseph Johnson and CEO Henry Smith. It followed a similar document to shareholders on 8 December, again from Mr. Johnson and Mr. Smith. The first letter accompanied a package of information including details of a 16 February, 2004 special general meeting to vote on the deal, terms of the agreement, a fairness opinion on the price of the proposed sale from investment company Merrill Lynch, and section 106 (6) of the Companies Act 1981 which lets shareholders know that they can appeal to the court if they choose not to vote in favour, and do not feel the price offered - in this case $45 per share - is a fair value.

The letter issued last week advised the bank's investors that "your board of directors has unanimously approved the pending transaction and recommends a vote "FOR" the amalgamation."

The letter continued: "Your Board believes that this transaction is in the best interests of the bank, its shareholders, customers and employees, and the people of Bermuda, and reached this determination following considerable deliberation. We believe that joining the HSBC Group, the world's second largest banking group, at this time is better for our shareholders than continuing as a stand-alone bank in an increasingly competitive, global market."

It also readvised shareholders that a proxy card sent out with both documents should be signed and returned before midnight on 1 February, 2004. It said the proxy card should be returned by this date whether or not ivestors intended to be present at the meeting on February 16.