Washington Business Bank Announces Amendment to Acquisition Agreement and Extension of Tender Offer (1/31/2023)

OLYMPIA, WASHINGTON, January 31, 2023 – Washington Business Bank (WBB or the
Bank) announced today the signing of the second amendment to the acquisition agreement dated
May 12, 2022, pursuant to which an investor is seeking to acquire 100% of the shares of WBB
through a tender offer to all its shareholders. Under the terms of the amendment, the date after
which either party may terminate the agreement (the “Outside Date” for purposes of the
agreement) was changed from February 1, 2023 to February 28, 2023, in order to provide
additional time to obtain regulatory approval of the transaction. Except as modified by the
amendment, the acquisition agreement will remain unchanged and in effect.
Additionally, in connection with the amendment to the acquisition agreement, the investor has
extended the expiration date of the cash tender offer, at a price of $30.00 per share, in cash,
without interest and less any applicable withholding taxes, on the terms and subject to the
conditions set forth in the Offer to Purchase, dated May 19, 2022 (the “Offer to Purchase”). The
tender offer is now scheduled to expire at 11:59 PM, New York time, on February 28, 2023,
unless further extended by the investor. The tender offer was previously scheduled to expire at
11:59 PM, New York time, on February 1, 2023.
Georgeson is acting as the information agent for the tender offer. Requests for documents and
questions regarding the tender offer may be directed to Georgeson at (866) 296-6841 (toll-free).
This press release is for information purposes only and is not an offer to purchase or a
solicitation of an offer to purchase with respect to any securities. The tender offer is being made
solely pursuant to the Offer to Purchase and related letter of transmittal, which set forth the
complete terms of the tender offer.
About Washington Business Bank
Washington Business Bank, a state-charted commercial bank, provides various banking products
and services to small and mid-sized businesses and individuals, primarily in western
Washington. The bank opened in 2002 and operates one full-service branch in Olympia,
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements other than statements of historical or
current fact included in this communication that address activities, events, conditions or

developments that we expect, believe or anticipate will or may occur in the future are forward-
looking statements. Forward-looking statements give our current expectations and projections

and these statements are not guarantees of future activities, events, conditions or developments.
Forward-looking statements may include the words “anticipate,” “estimate,” “expect,” “project,”
“intend,” “plan,” “believe,” “strategy,” “future,” “opportunity,” “may,” “should,” “will,”
“would,” “will be,” “will continue,” “will likely result,” and similar expressions. Such forward-

looking statements involve risks and uncertainties that may cause actual events, results or

performance to differ materially from those indicated by such statements. These forward-
looking statements are expressed in good faith, and WBB believes there is a reasonable basis for

them. However, there can be no assurance that events, results or trends identified in these
forward-looking statements will occur or be achieved. Forward-looking statements speak only
as of the date they are made, and WBB is not under any obligation, and expressly disclaims any
obligation, to update, alter or otherwise revise any forward-looking statement, except as required
by law. The following factors, among others, could cause actual results to differ materially from
forward-looking statements: ability to meet the closing conditions to the proposed transaction,
including minimum shareholder participation; the risk that regulatory approvals required for the
proposed transaction are not obtained or are obtained subject to conditions that are not
anticipated; delay in closing the proposed transaction; the effects of pending and future
legislation; risks associated with the banking industry and changes in interest rates; risks related
to disruption of management time from ongoing business operations due to the proposed
transaction; business disruption following the transaction; and macroeconomic factors beyond
WBB’s control.

Posted in