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OLYMPIA, WASHINGTON, November 29, 2022 – Washington Business Bank (WBB or the Bank) announced today the signing of an 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 November 30, 2022 to February 1, 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 anticipation of 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 December 9, 2022, unless further extended by the investor. The tender offer was previously scheduled to expire at 11:59 PM, New York time, on November 25, 2022.
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, Washington.
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.