SAN DIEGO and OAK HARBOR, Wash., Oct. 25, 2013 /PRNewswire/ -- Shareholder rights attorneys at Robbins Arroyo LLP are investigating the merger of Washington Banking Company (NASDAQ: WBCO) with Heritage Financial Corporation (NASDAQ: HFWA).
Learn more about our investigation on our Shareholder Rights Blog: http://www.robbinsarroyo.com/shareholders-rights-blog/washington-banking-company/
On October 23, 2013, Washington Banking and Heritage Financial announced the signing of a definitive merger agreement pursuant to which Washington Banking shareholders will receive 0.89 shares of Heritage common stock and $2.75 in cash, a total compensation of $16.89, for each share of Washington Banking common stock. The transaction is expected to close in the first half of 2014.Is the Merger Best for Washington Banking and Its Shareholders? Robbins Arroyo LLP's investigation focuses on whether the board of directors at Washington Banking is undertaking a fair process to obtain maximum value and adequately compensate shareholders in the merger. As an initial matter, the $16.89 consideration represents a premium of only 18.28% based on the two companies' closing price on October 22, 2013. That premium is substantially below the median one-day premium of 29.83% for comparable transactions in the last five years. In addition, as recently as July 29, 2013, an analyst at Sandler O'Neal & Partners set a target price of $17.00 per share. Moreover, Washington Banking is currently experiencing success and growth in its business prospects, as indicated in its October 23, 2013 press release announcing the company's financial results for its third 2013. In particular, Washington Banking reported:
- earnings increased to $4.5 million from $2.9 million in the preceding quarter;
- the loan portfolio grew 2% in the quarter and 6% year-over-rear; and
- average loans in the first nine months increased 5% to $868.7 million from $831.3 million a year ago.