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Heritage Bank merges with Northwest Commercial Bank.

M2 EQUITYBITES-January 11, 2013-Heritage Bank merges with Northwest Commercial Bank(C)2013 M2 COMMUNICATIONS http://www.m2.com

11 January 2013 -- Heritage Bank parent company Heritage Financial Corp. (NASDAQ: HFWA) said it has closed on the purchase of Northwest Commercial Bank (NCB) located in Lakewood, Washington, effective January 9, 2013.

The NCB shareholders approved the merger on November 27, 2012 and all required regulatory approvals have been obtained.

The NCB shareholders' cash consideration is USD5.50 per share. The shareholders can potentially receive additional consideration based on an earn-out structure, which could provide up to an additional USD3.34 per NCB share. Kurt F. Graff, president and chief executive officer of NCB will be retained by Heritage Bank as NCB's shareholder representative through December 31, 2013 to manage the asset related to the earn-out on behalf of the NCB shareholders. In conjunction with the completion of the transaction, NCB has fully repaid the approximate USD2.1m of preferred stock and warrants previously issued to the US Department of Treasury under the Troubled Asset Relief Program.

Heritage Financial Corp. is an Olympia-based bank holding company with approximately USD1.3bn 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 twenty-nine banking offices in western Washington and the greater Portland, Oregon area. Central Valley Bank, headquartered in Yakima, Washington, 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 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.

USD 1 = 0.61925 GBP

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Date:Jan 11, 2013
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