Hanmi Financial has filed a lawsuit against SWNB Bancorp in Houston and its directors, claiming they “orchestrated a scheme” to ensure that its planned merger did not survive a vote of the bank’s shareholders, according to a copy of the lawsuit.

The “breach of contract,” suit filed Oct. 2 in the U.S. District Court for the Southern District of Texas, alleges that SWNB directors actively advised investors to reject the $76.7 million cash-and-stock deal.

Hanmi spokesman Lasse Glassen declined comment on the lawsuit, instead referring to a filing with the U.S. Securities and Exchange Commission on Oct. 3.

Hanmi is the holding company for Hanmi Bank, which has about $5.4 billion in assets. Hanmi is seeking a $3.12 million termination fee from SWNB, which has about $411 million in total assets, with six branches spread over Houston, Dallas and Austin.

Hanmi announced an agreement to acquire SWNB as part of an effort to expand its market share and scale in key markets in Texas through SWNB’s retail branch network strategically located in large Asian-American focused communities. Hanmi outlined the importance of getting a vote of confidence in the merger deal from the SWNB board as a way to encourage stockholder approval and generate community support by “sending a positive message” to SWNB’s existing and potential customers that the merger would be in their best interests.

Hanmi alleged that SWNB’s board of directors first sought to renegotiate the terms of the merger and then “surreptitiously fought to terminate” the agreement by actively advising stockholders to vote against the deal.

SWNB Chairman Chao-Kuan “C.K.” Lee could not be reached for comment.

For reprint and licensing requests for this article, CLICK HERE.