HERITAGE FINANCIAL CORP /WA/
For the period ended Sep 30, 2025. Filed Nov 7, 2025.
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Sep 30, 2025 · Filed Nov 7, 2025
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PROPOSED MERGER
(13)Proposed Merger
On September 25, 2025, Heritage entered into a definitive agreement (the "Merger Agreement") with Olympic pursuant to which Olympic will be merged with and into Heritage (the "Olympic Merger"), and immediately thereafter Olympic's bank subsidiary, Kitsap Bank, will be merged with and into Heritage's bank subsidiary, Heritage Bank.
Under the terms of the Merger Agreement, Olympic shareholders will receive 45.0 shares of Heritage common stock for each share of Olympic capital stock. Based on the closing price of Heritage common stock of $24.64 on September 24, 2025 the implied deal value was approximately $176.6 million. Because the exchange ratio of 45.0 shares of Heritage common stock for each share of Olympic capital stock is fixed, the value of the merger consideration will fluctuate until closing based on the value of Heritage's stock price.
In the event the Merger Agreement is terminated under certain specified circumstances, each party could be required to pay the other party a termination fee of $7.0 million.
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