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Heritage Financial Announces Agreement to Acquire Northwest Commercial Bank of Lakewood


Sept 14 - Heritage Financial Corp., the parent company of Heritage Bank in Olympia, Wash., announced the signing of a definitive agreement to acquire Northwest Commercial Bank of Lakewood, Wash., for cash consideration of $3 million, or $5.50 per share. The NCB shareholders can potentially receive additional consideration based on an earn-out structure, which could provide an additional $1.8 million, or $3.34 per NCB share. Prior to closing NCB will redeem outstanding TARP preferred stock of approximately $2 million from the U.S. Treasury.

The boards of Heritage Financial Corporation, Heritage Bank and NCB unanimously approved the transaction, which is subject to approval by NCB's shareholders, as well as regulatory approvals and other customary conditions of closing. On closing of the transaction, which is anticipated to take place in the fourth quarter of 2012, NCB will be merged into Heritage Bank.

The addition of NCB will provide Heritage Bank an expanded presence in Lakewood in Pierce County and a new Auburn branch in King County. Founded in 2002, NCB offers banking services to individuals, professionals and small business clients throughout the Tacoma and south King County areas. As of June 30, 2012, NCB had approximately $72.1 million in total assets, $51.9 million in net loans, $63.2 million in deposits and $8.4 million in equity. 

Kurt Graff, president and CEO of NCB, commented, "We are very pleased to be joining the Heritage Bank team, which brings superb resources to our organization. This combination is significantly positive for our shareholders, employees and customers. With a similar culture and approach to banking, this merger creates an opportunity for us to increase our product offerings as well as expand service capabilities, all to the benefit of our customers."    

Brian Vance, CEO of Heritage Financial Corp. and Heritage Bank, added, "We are pleased about the acquisition of Northwest Commercial Bank and our continued growth in Lakewood and Auburn. Kurt and his team built a solid franchise that we believe we can leverage with additional products, capital, and increased lending limits. We look forward to having NCB join the Heritage Bank team."

Heritage Financial Corp. was advised in the transaction by D.A. Davidson & Co. as financial adviser and Breyer & Associate PC as legal counsel.  NCB was advised by McAdams Wright Ragen Inc. as financial adviser and Graham & Dunn PC as legal counsel.

About Heritage Financial Corporation
Heritage Financial Corporation (Ticker Symbol "HFWA") is an Olympia, Wash.-based bank holding company with approximately $1.3 billion in assets whose wholly owned banking subsidiaries are Heritage Bank and Central Valley Bank. Heritage Bank operates a full-service commercial bank primarily along the I-5 corridor with 27 banking offices in western Washington and the greater Portland, Ore., area. Central Valley Bank, headquartered in Yakima, Wash., operates six branches in the Yakima Valley. Central Valley Bank specializes in agricultural lending and works with many of the businesses in that region. More information about Heritage Financial Corporation can be found on its website at and more information about Heritage Bank can be found on its website at

About Northwest Commercial Bank
Northwest Commercial Bank was established in July 2002. NCB primarily serves individuals, professionals and small business clients throughout Pierce and King Counties. NCB operates its headquarters office in Lakewood, Wash., and a branch office in Auburn, Wash.