Heritage Financial Corporation ("Heritage") (Nasdaq:HFWA) and
Washington Banking Company ("Washington Banking") (Nasdaq:WBCO)
jointly announced today that Glass Lewis & Co., LLC ("Glass
Lewis") has joined Institutional Shareholder Services ("ISS"), both
independent proxy voting and corporate governance advisory firms,
in recommending that the Heritage and Washington Banking
shareholders vote "FOR" the proposed merger at their respective
special shareholders' meetings scheduled for April 14, 2014 for
Heritage and April 15, 2014 for Washington Banking. Both Glass
Lewis and ISS positively endorsed all proposals presented to the
Heritage and Washington Banking shareholders for this transaction.
"We are pleased that the proposed transaction with Washington
Banking has now been endorsed by the nation's two leading
independent proxy advisory firms," commented Brian L. Vance, Chief
Executive Officer of Heritage Financial Corporation. "Both Glass
Lewis and ISS found the transaction to be strategically and
financially compelling and therefore support both companies
proposals to be in the best interests of our respective
shareholders."
The special meeting of Heritage shareholders is scheduled for
Monday, April 14, 2014, at 2:00 p.m. Pacific time at The DoubleTree
Hotel, 415 Capitol Way N., Olympia, Washington. The special meeting
of Washington Banking shareholders is scheduled for Tuesday, April
15, 2014, at 10:00 a.m. Pacific time at the Best Western Harbor
Plaza, 33175 State Route 20, Oak Harbor, Washington.
Mr. Don Rhodes, Chairman of Heritage Financial Corporation, and
Mr. Tony Pickering, Chairman of Washington Banking, jointly
commented, "On behalf of the Boards of Directors we urge the
respective shareholders of Heritage and Washington Banking to
follow the recommendations of both Glass Lewis and ISS and vote
"FOR" the proposal to approve the merger agreement." All
Heritage and Washington Banking shareholders of record as of the
close of business on February 28, 2014, will be entitled to vote
their shares at the respective meetings either in person or by
proxy.
Under the terms of the merger agreement, each outstanding share
of Washington Banking common stock, other than dissenting shares,
will be converted into the right to receive, promptly following the
completion of the merger, 0.89000 of a share of Heritage common
stock and $2.75 in cash.
About Heritage Financial
Heritage Financial Corporation is an Olympia-based bank holding
company with Heritage Bank, a full-service commercial bank, as its
sole wholly owned banking subsidiary. Heritage Bank has a branching
network of 36 banking offices in Washington and Oregon.
Heritage Bank does business under the Central Valley Bank name in
the Yakima and Kittitas counties of Washington. Heritage's stock is
traded on the NASDAQ Global Select Market under the symbol
"HFWA". More information about Heritage Financial Corporation
can be found on its website at www.hf-wa.com and more information
about Heritage Bank can be found on its website at
www.heritagebanknw.com.
About Washington Banking Company
Washington Banking Company is a bank holding company based in
Oak Harbor, Washington, that operates Whidbey Island Bank, a
state-chartered full-service commercial bank. Founded in 1961,
Whidbey Island Bank provides various deposit, loan and investment
services to meet customers' financial needs. Whidbey Island Bank
currently operates 32 full-service branches located in six counties
in Northwestern Washington.
Forward-Looking Statements
When used in this press release and in other documents filed
with or furnished to the Securities and Exchange Commission (the
"SEC"), in press releases or other public shareholder
communications, or in oral statements made with the approval of an
authorized executive officer, the words or phrases "believe,"
"will," "will likely result," "are expected to," "will continue,"
"is anticipated," "estimate," "project," "plans," or similar
expressions are intended to identify "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. You are cautioned not to place undue reliance on any
forward-looking statements, which speak only as of the date such
statements are made. These statements may relate to future
financial performance, strategic plans or objectives, revenues or
earnings projections, or other financial information. By
their nature, these statements are subject to numerous
uncertainties that could cause actual results to differ materially
from those anticipated in the statements. Statements about
the expected timing, completion and effects of the proposed merger
and all other statements in this release other than historical
facts constitute forward-looking statements.
Important factors that could cause actual results to differ
materially from the results anticipated or projected include, but
are not limited to, the following: expected revenues, cost savings,
synergies and other benefits from the Heritage-Washington Banking
merger might not be realized within the expected time frames or at
all and costs or difficulties relating to integration matters,
including but not limited to customer and employee retention, might
be greater than expected; the requisite shareholder and regulatory
approvals for the Heritage-Washington Banking merger might not be
obtained; the credit risks of lending activities, including changes
in the level and direction of loan delinquencies and write-offs and
changes in estimates of the adequacy of the allowance for loan
losses, which could necessitate additional provisions for loan
losses, resulting both from loans originated and loans acquired
from other financial institutions; results of examinations by
regulatory authorities, including the possibility that any such
regulatory authority may, among other things, require increases in
the allowance for loan losses or writing down of assets;
competitive pressures among depository institutions; interest rate
movements and their impact on customer behavior and net interest
margin; the impact of repricing and competitors' pricing
initiatives on loan and deposit products; fluctuations in real
estate values; the ability to adapt successfully to technological
changes to meet customers' needs and developments in the market
place; the ability to access cost-effective funding; changes in
financial markets; changes in economic conditions in general and in
Western Washington and the Pacific Northwest in particular; the
costs, effects and outcomes of litigation; new legislation or
regulatory changes, including but not limited to the Dodd-Frank Act
and regulations adopted thereunder, changes in capital requirements
pursuant to the Dodd-Frank Act and the implementation of the Basel
III capital standards, other governmental initiatives affecting the
financial services industry and changes in federal and/or state tax
laws or interpretations thereof by taxing authorities; changes in
accounting principles, policies or guidelines; future
acquisitions by Heritage of other depository institutions or lines
of business; and future goodwill impairment due to changes in
Heritage's business, changes in market conditions, or other
factors.
Neither Heritage nor Washington Banking undertakes any
obligation to update any forward-looking statement to reflect
circumstances or events that occur after the date on which the
forward-looking statement is made.
Additional Information
In connection with the proposed merger transaction, Heritage and
Washington Banking filed a joint definitive proxy statement with
the SEC on March 14, 2014. Shareholders are advised to read
the joint proxy statement/prospectus because it contains important
information about Heritage, Washington Banking and the proposed
transaction. This document and other documents relating to the
merger filed by Heritage and Washington Banking can be obtained
free of charge from the SEC's website at www.sec.gov. These
documents also can be obtained free of charge by accessing
Heritage's website at
http://www.hf-wa.com/CorporateProfile.aspx?iid=1024198 or by
accessing Washington Banking's website at
http://investor.washingtonbanking.info/docs.aspx?iid=1025104.
Alternatively, these documents, can be obtained free of charge from
Heritage upon written request to Heritage Financial Corporation,
Secretary, 201 Fifth Avenue S.W., Olympia, WA 98501 or by calling
(360) 943-1500, or from Washington Banking, upon written request to
Washington Banking Company, Secretary, 450 SW Bayshore Drive, Oak
Harbor, Washington 98277 or by calling (360) 240-6458.
Heritage, Washington Banking and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from shareholders in connection with
the proposed transaction under the rules of the SEC. Information
regarding the interest of these participants are included in the
definitive joint proxy statement/prospectus filed with the SEC by
Heritage and Washington Banking on March 14, 2014. Additional
information about these participants may be found in the definitive
proxy statement of Heritage relating to its 2013 Annual Meeting of
Shareholders filed with the SEC by Heritage on March 19, 2013
and the definitive proxy statement of Washington Banking relating
to its 2013 Annual Meeting of Shareholders filed with the SEC on
March 26, 2013. The definitive joint proxy
statement/prospectus and proxy statements can be obtained free of
charge from the sources indicated above.
CONTACT: Investor Contacts
Heritage Financial Corporation
360.943.1500
Brian L. Vance
President and CEO
Washington Banking Company
360.679.3121
Jack Wagner
President and CEO
Washington Banking Company (MM) (NASDAQ:WBCO)
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