Photo by James Sanna | Banker & Tradesman Staff

As HoldCo Asset Management continues its efforts to block Boston Private’s merger with Silicon Valley Bank, three independent proxy advisory firms have recommended that shareholders vote in favor of the deal.

Independent proxy advisory firm Egan-Jones has joined Institutional Shareholder Services and Glass Lewis & Co. in recommending a vote in favor of SVB Financial Group’s acquisition, Boston Private said in a statement Friday.

Boston Private’s shareholders will decide whether to go ahead with the deal in a special meeting scheduled for tomorrow.

“We welcome another favorable recommendation and are pleased that each of the major proxy advisory firms – ISS, Glass Lewis and Egan-Jones – recognizes the financially and strategically compelling merits of the transaction with SVB Financial,” Anthony DeChellis, Boston Private CEO and president, said in a statement. “The strong first quarter operating results announced [Thursday] by SVB Financial further validate the Boston Private Board’s assessment of SVB Financial’s common stock and the benefits of the transaction to Boston Private shareholders through ongoing participation in the combined company.”

HoldCo, which owns about 4.9 percent of Boston Private’s outstanding shares, has argued that the agreement between Boston Private and SVB came after a “non-existent sales process,” contending that Boston Private did not pursue other possible acquisition partners. The asset manager also called the valuation price unacceptable. HoldCo has sent shareholders proxy cards encouraging a vote against the deal.

In response to the first recommendation from ISS, HoldCo issued a statement noting that the independent firm’s findings supported some of HoldCo’s concerns.

“ISS’s rare ‘cautionary support’ recommendation for the merger gives significant credence to the concerns we have expressed,” HoldCo said in an April 15 statement. “Further, in its report ISS makes numerous points that would seem to support a vote against the merger. We continue to believe that shareholders would be better off under any scenario other than the merger.”

Among the points noted by HoldCo were ISS’s conclusions that SVB might be hesitant to walk away from the transaction if shareholders voted against it and that it would be easier for SVB to consider increasing the offer given the strategic nature of the deal.

HoldCo said voting against the merger would “allow a competitive and comprehensive sales process to take place – one that could be supervised by a stronger, more independent board that would include our three highly-qualified director nominees.” HoldCo has earlier made nominations to Boston Private’s board.

In an April 19 statement announcing the Glass Lewis recommendation, Boston Private referred to HoldCo’s proposal as “a reckless gamble.”

“The Boston Private Board believes that the financially and strategically compelling transaction with SVB Financial will deliver significant immediate value and ongoing upside participation through a best-in-class premium and a best-in-class partner, and is the clear value-maximizing alternative for Boston Private shareholders,” Boston Private said. “In contrast, HoldCo’s proposed alternative is illusory, and amounts to a reckless gamble fraught with risk that would destroy substantial value for shareholders.”

Boston Private’s deal with SVB was also met by eight lawsuits challenging the merger, the banks said in an SEC filing last week. In response to those lawsuits, Boston Private and SVB provided additional information about the deal, including Morgan Stanley’s pricing analysis. The banks said the lawsuits were without merit and additional disclosures were not required, but agreed to supplement the information to avoid litigation that would delay or adversely affect the merger.