Sound Credit Union and Washington Business Bank Announce Acquisition Agreement

Sound Credit Union, a leading not-for-profit financial institution serving Washington State, and Washington Business Bank (OTCPK: WBZB), a premier commercial bank headquartered in Olympia, Washington, announced today they have entered into a definitive agreement in which Sound Credit Union will acquire Washington Business Bank. The transaction is structured as a purchase agreement with Sound Credit Union purchasing substantially all assets and assuming substantially all liabilities of Washington Business Bank.

The acquisition helps Sound Credit Union grow its presence in the Olympia market, diversify its assets, and add talent and expertise. Washington Business Bank customers will become members of Sound Credit Union with full access to all Sound Credit Union's products and services.

“Washington Business Bank has served as a cornerstone for local business owners for more than twenty years,” said Don Clark, President and CEO of Sound Credit Union. “We look forward to providing these new members the same level of excellent service, an expanded suite of products and services, as well as all the benefits membership in a credit union brings to help their businesses and families thrive.”

The transaction has been unanimously approved by the boards of directors of both institutions. Following the completion of the transaction, Washington Business Bank will liquidate and dissolve and distribute its remaining assets to its shareholders. When finalized, the combined institution will have approximately $3.0 billion in assets, $2.3 billion in loans, $2.5 billion in deposits, serve more than 170,000 members, and will have 27 branches throughout King, Pierce, Snohomish, and Thurston Counties. In connection with the transaction, the shareholders of Washington Business Bank will receive approximately $34.00 - $36.00 in cash for each share of Washington Business Bank common stock, subject to certain adjustments at closing.

Washington Business Bank provides deposit, lending, and cash management services to their business clients as well as personal deposits and safe deposit boxes for retail consumers. Once becoming Sound Credit Union members, those customers can expect expanded borrowing, saving, investment, and insurance options along with additional account management and support tools.

“Since our founding, our mission has been to work alongside small business owners across Washington to help them become more successful,” said Jon M. Jones, President and CEO of Washington Business Bank. “We know these owners will find the same level of partnership with the Sound Credit Union team for years to come.”

The transaction is expected to be completed in the fourth quarter of 2024, subject to receiving all regulatory approvals, Washington Business Bank shareholder approval, and other customary closing conditions.

Once complete, Sound Credit Union will continue to operate Washington Business Bank’s current location in downtown Olympia at 5^th Avenue and Franklin Street, providing Sound Credit Union members with two full-service Olympia locations including its branch at Martin Way and Lilly Road.

Sound Credit Union was advised in the transaction by ALM First as exclusive financial advisor and Honigman, LLP as legal counsel. Washington Business Bank was advised by D.A. Davidson & Co. as exclusive financial advisor and Lane Powell PC as legal counsel.

About Sound Credit Union

Sound Credit Union was founded in 1940 and today is one of Washington State’s largest credit unions. With 26 full-service branch locations throughout the Puget Sound area, Sound provides their 170,000 members with authentic and trusted financial support and services. Sound is driven by the purpose of standing with members, employees, and the community through all waves of life.

About Washington Business Bank

Washington Business Bank was founded in 2002 and is one of Washington’s premier community-owned financial institutions. The bank was voted “Best Bank” in The Olympian’s “Best of South Sound” contest for the sixth year in a row and is rated “5 Stars” by Bauer Financial. Headquartered in Olympia, Washington, Washington Business Bank’s mission is to provide financial services that enable their clients to become more successful.

Forward-Looking Statements

Certain statements in this news release contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to future plans and expectations, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties, and other factors, such as the businesses of Sound Credit Union and Washington Business Bank may not be integrated successfully or such integration may take longer to accomplish than expected, the expected cost savings and any revenue synergies from the transaction may not be fully realized within the expected timeframes, disruption from the transaction may make it more difficult to maintain relationships with customers, associates, or suppliers, the required governmental approvals of the transaction may not be obtained at all or on the proposed terms and schedule, or Washington Business Bank shareholders may not approve the transaction, any of which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Therefore, we can give no assurance that the results contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information should not be construed as a representation by the companies or any person that the future events, plans, or expectations contemplated by the companies will be achieved. All subsequent written and oral forward-looking statements concerning the companies or any person acting on their behalf is expressly qualified in its entirety by the cautionary statements above. None of Sound Credit Union or Washington Business Bank undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, to reflect circumstances or events that occur after the date the forward-looking statements are made.

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