Photo by James Sanna | Banker & Tradesman Staff

Boston Private Financial Holdings will hold a vote on its proposed merger with Silicon Valley Bank in late April, and shareholders can expect to receive dueling recommendations on whether the deal should go through.

Boston Private will hold a special shareholder meeting on April 27 to vote on the bank’s proposed sale to California-based SVB Financial, with the bank is soliciting votes ahead of the virtual meeting. The proxy materials filed with the SEC follow recent filings by New York-based asset management firm HoldCo indicating that it plans to solicit votes against the merger.

One of HoldCo’s funds, the HoldCo Opportunities Fund III, filed preliminary proxy statements on Feb. 24 and again on March 9 indicating that it considered the merger “ill-advised and not in the best interest of Boston Private shareholders.” HoldCo plans to solicit opposition to the merger by including a gold proxy card with its materials for shareholders to return with a vote against the merger.

“We believe that the Merger under-values the Company in a management-friendly transaction that is in no way designed to maximize shareholder value,” HoldCo said in the preliminary proxy filings. “Maximizing value at Boston Private, we believe requires voting AGAINST the Boston Private Merger Proposals.”

HoldCo also said in the filing that it planned to seek support from shareholders to elect a slate of candidates that the firm has nominated for the board of directors. HoldCo had originally nominated five candidates to the board, including co-founders Vik Ghei and Michael Zaitzeff, whose names were withdrawn as candidates earlier this month, according to Boston Private’s proxy materials.

In the proxy materials, Boston Private several times urged shareholders to disregard HoldCo’s proxy card. The bank said the board of directors voted unanimously in favor of the deal and urged shareholders to vote using the white proxy card included with the bank’s materials. Both Boston Private and HoldCo pointed out that shareholders can change their votes, with only the latest vote counting.

Two-thirds of outstanding shares of Boston Private’s common stock will need to vote in favor of the merger for it to go through. If the deal goes through, Boston Private shareholders would receive 0.0228 shares of Silicon Valley Bank common stock and $2.10 of cash for each Boston Private share they own. The transaction is valued at approximately $900 million.

In a January statement announcing the merger, Boston Private CEO Anthony DeChellis, who will co-lead the combined bank with SVB’s Yvette Butler, said the deal would position the bank for growth.

“Together, SVB and Boston Private will be well-positioned to grow and scale our business, leveraging SVB’s deep client relationships and broad reach across the innovation economy to capture a greater share of the wealth management market,” DeChellis said in January.