
Summary of Heritage Financial (NasdaqGS:HFWA) M&A Announcement Company and Industry - Company: Heritage Financial - Acquisition Target: Olympic Bancorp, parent of Kitsap Bank - Industry: Banking and Financial Services Core Points and Arguments 1. Merger Announcement: Heritage Financial announced an agreement to acquire Olympic Bancorp, which operates Kitsap Bank, a community bank with total assets of $1.7 billion and a history of 117 years [3][4] 2. Strategic Fit: The merger is described as a "win-win" for shareholders, enhancing scale, market presence, and financial returns. Both banks share a commitment to relationship banking and community service [3][4] 3. Geographic Expansion: The merger will extend Heritage's footprint into new communities in the Western Puget Sound region, where Kitsap Bank has a strong market share [6] 4. Financial Terms: The merger is an all-stock transaction with a fixed exchange ratio of 45 shares of Heritage common stock for each share of Olympic common stock, implying a deal value of approximately $176.6 million [10][11] 5. EPS Projections: The fully phased-in earnings per share (EPS) pickup is projected to be approximately 18% in 2027 [11] 6. Cost Savings: Heritage anticipates 35% cost savings from the merger, with 45% expected to be realized in 2026 and full realization in 2027 [12][28] 7. Credit Quality: Both banks have clean credit portfolios, with Kitsap's non-performing assets (NPA) to assets ratio at 0.01% [5][6] 8. Employee Retention: Key leaders from Kitsap Bank will be retained, and employment contracts have been signed to ensure continuity [62] Additional Important Insights 1. Rate Sensitivity: Both banks are neutral in their interest rate risk sensitivity, which is expected to remain stable post-merger [18] 2. Future M&A Appetite: Heritage's priority is to ensure the success of this transaction before considering further M&A opportunities [22] 3. Loan to Deposit Ratio: Heritage aims to improve its loan to deposit ratio to the mid to high 80% range, currently in the low 80s [67] 4. Durbin Amendment Impact: The potential impact of the Durbin Amendment on combined organizations could be up to $7 million in the future [48] 5. Board Structure: There will be no changes to the Heritage Board as a result of the merger, maintaining the current governance structure [75] This summary encapsulates the key points from the conference call regarding the merger between Heritage Financial and Olympic Bancorp, highlighting the strategic rationale, financial implications, and operational considerations.