OLYMPIA, Wash. and
OAK HARBOR, Wash., April 3, 2014 /PRNewswire/ -- 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.
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SOURCE Heritage Financial Corporation