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Heritage Financial Corporation to Acquire Puget Sound Bancorp, Inc.

2017 July 26 by

Heritage Expands its Business Banking
Franchise in Seattle-Bellevue Metropolitan Area

July 26, 2017 — Heritage Financial Corporation (“Heritage”) (NASDAQ: HFWA) and Puget Sound Bancorp, Inc. (“Puget Sound”) (OTCQB: PUGB) jointly announced today the signing of a definitive agreement under which Heritage will acquire Puget Sound in an all stock transaction valued at approximately $126.1 million, or $35.84 per share, based on the closing price of Heritage common stock of $27.15 on July 26, 2017.

Puget Sound, established in 2005, is a business bank headquartered in downtown Bellevue, Washington with one branch location and $567 million in total assets, $371 million in total loans and $505 million in total deposits as of June 30, 2017. Puget Sound focuses on business customers with 44% non-interest bearing deposits and 59% of its loan portfolio is comprised of commercial loans (owner-occupied commercial real estate and commercial & industrial loans). On a combined basis, Heritage will have total assets of approximately $4.6 billion, total loans in excess of $3.1 billion and total deposits of approximately $3.8 billion.

“I am pleased to announce that Puget Sound has agreed to join with Heritage and create a stronger combined business banking platform in the Seattle-Bellevue market,” said Brian Vance, President and Chief Executive Officer of Heritage Financial Corporation. “Puget Sound is a premier banking institution which has focused on serving the needs of small and medium sized businesses in the vibrant Seattle- Bellevue economy.” Mr. Vance continued, “This acquisition adds to our momentum in the Seattle-Bellevue marketplace. Further, we welcome the employees and customers of Puget Sound into Heritage, and we look forward to our combined success going forward.”

Jim Mitchell, Chief Executive Officer of Puget Sound, added, “We are very happy to join Heritage and believe this combination will provide significant value to our shareholders, clients and employees. We also believe this is a natural fit which increases lending capabilities, expands capital resources and provides a more expansive product offering to the Seattle-Bellevue business community.”

Jeff Deuel, President & Chief Operating Officer of Heritage Bank, added, “We have followed Puget Sound’s success for several years and recognize the outstanding culture and valuable banking organization their team has created. Seattle-Bellevue is one of the strongest economies in the nation, and the combination of Heritage and Puget Sound will provide us with the operational scale to take advantage of significant growth opportunities. On a combined basis, our branches in Seattle and Bellevue will have approximately $846 million in total loans and $589 million in deposits.”

Under the terms of the merger agreement, Puget Sound shareholders will receive 1.320 shares of Heritage common stock for each share of Puget Sound common stock, subject to potential adjustment. Based on the closing price of Heritage common stock of $27.15 on July 26, 2017, the consideration value per share for Puget Sound was $35.84, or approximately $126.1 million in the aggregate, including the value of restricted stock.  The value of the merger consideration will fluctuate until closing based on the value of Heritage’s stock price and may be adjusted by a cap and collar in certain circumstances. Upon consummation, the shareholders of Puget Sound will own approximately 13.4% of the combined company.

The definitive agreement has been unanimously approved by the boards of directors of Heritage and Puget Sound. The merger is subject to regulatory approvals, approval by Puget Sound shareholders, and certain other customary closing conditions and is expected to close in the first quarter of 2018.

D.A. Davidson & Co. served as financial advisor and provided a fairness opinion to Heritage’s board, and Breyer & Associates PC and Silver, Freedman, Taff & Tiernan, LLP served as legal counsel to Heritage. Sandler O’Neill + Partners, L.P. served as financial advisor and provided a fairness opinion to Puget Sound, and Keller Rohrback L.L.P. served as legal counsel to Puget Sound.

Investor Conference Call

Heritage will host a conference call to discuss the transaction at 10:00 a.m. Pacific Time, July 27, 2017. Interested parties are invited to listen in by dialing (800) 553-0358. A presentation regarding the transaction will be discussed on this call and a copy will be available at www.hf-wa.com under the tab “Investor Presentation”. The call will be available for replay through August 9, 2017, by dialing (800) 475-6701, or for international by dialing (320) 365-3844 – access code 427954.

About Heritage Financial Corporation

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 59 banking offices in Washington and Oregon. Heritage Bank does business under the Central Valley Bank name in the Yakima and Kittitas counties of Washington and under the Whidbey Island Bank name on Whidbey Island. 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 Puget Sound Bancorp, Inc.

Based in Bellevue, Washington, Puget Sound Bancorp, Inc. provides banking products and services through its wholly owned subsidiary, Puget Sound Bank (member FDIC). The Bank was founded to meet the specialized needs of small and medium sized businesses, select commercial real estate projects, professional service providers and high net worth individuals. As one of Washington state’s top commercial banks (as measured by commercial and industrial loans as a percentage of total loans), Puget Sound Bank offers a full range of competitive financial products including an advanced suite of cash management services. Customers can access their accounts in branch, online, on mobile devices or through Puget Sound Bank’s nationwide ATM network. For more information visit www.PugetSoundBank.com or www.PugetSoundBancorp.com

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements regarding Heritage, Puget Sound, the proposed merger and the combined company after the close of the transaction that are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. These statements involve inherent risks, uncertainties and contingencies, many of which are difficult to predict and are generally beyond the control of Heritage, Puget Sound and the combined company. We caution readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. In addition to factors previously disclosed in reports filed by Heritage with the Securities and Exchange Commission (the “SEC”), risks and uncertainties for each institution and the combined institution include, but are not limited to, the following factors: the expected cost savings, synergies and other financial benefits from the merger might not be realized within the expected time frames or at all; governmental approval of the merger may not be obtained or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; conditions to the closing of the merger may not be satisfied; the shareholders of Puget Sound may fail to approve the consummation of the merger; the integration of the combined company, including personnel changes/retention, might not proceed as planned; and the combined company might not perform as well as expected. All forward-looking statements included in this communication are based on information available at the time of the communication. Heritage and Puget Sound undertake no obligation to revise or publicly release any revision or update to these forward-looking statements to reflect new information, future events or circumstances or otherwise that occur after the date on which such statements were made.

Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.

ADDITIONAL INFORMATION

Heritage Financial Corporation will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction.  The registration statement will include a proxy statement of Puget Sound that also constitutes a prospectus of Heritage, which will be sent to the shareholders of Puget Sound.  Puget Sound shareholders are advised to read the proxy statement/prospectus when it becomes available because it will contain important information about Heritage, Puget Sound and the proposed transaction.  When filed, this document and other documents relating to the merger filed by Heritage 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 www.hf-wa.com under the tab “Investor Relations” and then under “SEC Filings.”  Alternatively, these documents, when available, can be obtained free of charge from Heritage upon written request to Heritage Financial Corporation, Attn: Investor Relations, 201 Fifth Avenue S.W., Olympia, Washington 98501 or by calling (360) 943-1500 or from Puget Sound, upon written request to Puget Sound Bancorp, Inc., Attn: Investor Relations, 10500 NE 8th Street, #1500, Bellevue, Washington 98004.

PARTICIPANTS IN THIS TRANSACTION

Heritage, Puget Sound and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Puget Sound shareholders in connection with the proposed transaction under the rules of the SEC.  Information about the directors and executive officers of Heritage may be found in the definitive proxy statement of Heritage filed with the SEC by Heritage on March 23, 2017.  This definitive proxy statement can be obtained free of charge from the sources indicated above.  Information about the directors and executive officers of Puget Sound will be included in the proxy statement/prospectus when filed with the SEC. Additional information regarding the interests of these participants will also be included in the proxy statement/prospectus regarding the proposed transaction when it becomes available.

SOURCE Heritage Financial Corporation; Puget Sound Bancorp, Inc.

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5-Star BauerFinancial Recognition

2017 June 20 by


June 20, 2017 — Puget Sound Bank earned a five-star “superior” rating from BauerFinancial, the nation’s leading independent bank and credit union rating firm, for the 27th consecutive quarter.

Star ratings are released quarterly and assigned on a scale of zero-to-five stars, with five being the strongest. Ratings are based on the overall financial picture of the financial institution.

BauerFinancial has been reporting on and analyzing the performance of U.S. banks and credit unions since 1983. The ratings are independent, meaning no institution is able to pay to be rated or excluded.

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PSB Named a Top Corporate Philanthropist by PSBJ

2017 May 17 by

May 17, 2017 — Puget Sound Bank has been recognized by the Puget Sound Business Journal as one of Washington state’s top corporate philanthropists. The Corporate Citizenship and Healthy Community Champion Awards luncheon held today at the Seattle Sheraton honored corporate philanthropists and companies who have made significant contributions in Washington.

Puget Sound Bank placed on the Journal’s “Corporate Philanthropists – Small” category (revenue of $20 million or less) at position 7, up from position 10 last year. For the past nine years the Puget Sound Business Journal has compiled information for corporate giving in Washington state. Puget Sound Bank has placed on the list in 2014, 2015, 2016 and 2017.

In 2016 we have been active supporting a variety of organizations, including Victim Support Services, King County Police Union, Nellie Goodhue Group Homes, Summit Assistance Dogs, Bellevue LifeSpring, Elizabeth Gregory Home, Boys and Girls Clubs of Bellevue, St. Vincent dePaul School, Invest in Youth, Crush Kid’s Cancer, Washington Women in Need, and Bellevue College Foundation.

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Puget Sound Bank Announces Management Succession Plan

2017 May 17 by

May 17, 2017 — Puget Sound Bank (OTCBB:PUGB), today announced a formal succession plan adopted by its board of directors, which will be implemented over the course of the next year.  The following management changes are being implemented immediately:

Jim Mitchell, currently President and Chief Executive Officer, will be retiring in May 2018.  He will continue to serve as CEO and a Director for the next year.

Sean Brennan, will continue to serve as Chief Lending Office and is being promoted to President, effective immediately.  Following Mitchell’s retirement, he will be promoted to CEO.

Tony Chalfant, will continue to serve as Chief Credit Officer and is being promoted to Chief Operating Officer.

Phil Mitterling will continue to serve as Chief Financial Officer and is taking on additional responsibilities as Chief Information Officer.

Read the complete news release.

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Puget Sound Bancorp to Attend D.A. Davidson Investor Conference

2017 May 2 by

May 2, 2017 — Puget Sound Bancorp (OTCQB: PUGB), the holding company for Puget Sound Bank, today announced that Jim Mitchell (Puget Sound Bancorp president and chief executive officer), as well as Phil Mitterling (Puget Sound Bancorp executive vice president and chief financial officer) and Tony Chalfant (Puget Sound Bank executive vice president and chief credit officer), will attend the 19th Annual D.A. Davidson Financial Institutions Conference in Denver, May 9-11, 2017.

Investors interested in more information about the conference or to schedule a one-on-one meeting should contact their D.A. Davidson representative.

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PSB Once Again a PSBJ Top Corporate Philanthropist

2017 April 26 by

corp philanthropy 2017 bannerApril 26, 2017 — On May 15, 2017 Puget Sound Bank will be honored by the Puget Sound Business Journal as one of Washington state’s top corporate philanthropists at the annual “Corporate Citizenship and Health Community Corporate Champion” awards program. Puget Sound Bank will share the spotlight with 75 other companies that will be recognized for outstanding community outreach.

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Puget Sound Bancorp Reports

30% Year-Over-Year Net Income Growth

2017 April 19 by

ROE at 10.78% and ROA at 1.01%;
Consecutive Quarter for High Performing Profitability Levels

April 19, 2017 — Puget Sound Bancorp (OTCQB: PUGB), the holding company for Puget Sound Bank, today reported net income of $1.3 million or $0.39 per share for the quarter ending March 31, 2017. This compares to $1.0 million or $0.30 per share for the year-earlier quarter, a 30% increase year-over-year for both net income and earnings per share.

Read the complete news release.

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Celebrating 12 Exceptional Years!

2017 April 11 by

April 11, 2017 — Continuing with our theme of “A Decade of Shared Success” from our 10-year anniversary celebration in 2015, Puget Sound Bank again reaches out to everyone we’ve worked with to express sincere thanks to all who have contributed to our success.

On April 11, 2005 we opened our doors to form a business bank serving the Puget Sound region. We recognize each and every day the significance of our customers, service providers and employees in helping Puget Sound Bank become more exceptional every day.

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New Customer Service Associate Joins Puget Sound Bank

2017 March 28 by

March 28, 2017 – Puget Sound Bank announced that Miriam Hernandez is the newest member of the Bank’s customer service team. Although she has been a familiar face as a temporary staff member since November 2016, she recently became a permanent, full-time employee earlier this month.

“We’re pleased to have Miriam join us,” said LoAnn Phung, Puget Sound Bank vice president and customer service manager. “In her role as a customer service associate and the first point of contact for many of the Bank’s visitors, her role is critical in building long-term relationships with all of our stakeholders.”

Miriam holds a degree in mathematics from New Jersey City University and is a resident of Bellevue, Washington.

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Suzanne B. Santora Joins Puget Sound Bank

2017 March 15 by

Suzanne Santora 066.M

Seasoned Professional Newest PSB VP

March 15, 2017 — Puget Sound Bank, the bank subsidiary of Puget Sound Bancorp (OTCQB: PUGB), announced that Suzanne B. Santora joined the company as vice president, human resources manager.

In this new role, Ms. Santora will develop and execute human resources strategy to support the overall business plan and long-term vision of the Bank. “We’re pleased to bring Suzanne’s experience to the organization,” said Elaine Wolfe, Puget Sound Bank senior vice president and bank services manager. “As the Bank continues to grow, this strategic human resources input to our board and executive management team is critical to our continued growth and success.”

Ms. Santora is a lifelong Bellevue, Washington resident and is a graduate of the University of Washington. She serves as an officer of the Emerald City Chapter of the National Charity League, an organization committed to community service, leadership development and cultural experiences for its members.

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