Heritage Bank's Heritage Financial to Buy Valley Community Bancshares

Heritage Financial Corporation, the parent company of Heritage Bank HFWA , today announced the signing of a definitive agreement to acquire Valley Community Bancshares, Inc. ("Valley"), the holding company for Valley Bank of Puyallup, Washington.   The combined company will have approximately $1.6 billion in assets with enhanced market share in the Puget Sound region.  "We are very pleased that Valley Bank has agreed to be part of the Heritage Bank team," said Brian Vance, President and Chief Executive Officer of Heritage Financial Corporation.  "Both of our franchises have well-established community bank cultures with excellent customer service, community involvement and strong credit disciplines.  We are excited about this acquisition because it is another step towards fulfilling our growth initiatives and leveraging our strong capital position.  Valley Bank has created a great franchise that is well-respected in the community.  We believe that the combination of our two franchises provides good synergies and that we will be able to provide the Valley Bank customers with additional products, increased lending limits and a much broader Western Washington branch delivery network.  We look forward to growing together, continuing to support our customer's needs and meeting our combined shareholders' expectations." David Brown, President and Chief Executive Officer of Valley Bank commented, "This merger is a combination of two high quality organizations with similar philosophies, cultures and core values.  We feel the transaction will provide outstanding benefits to our customers, shareholders and the communities that we support." The board of directors of Heritage Financial Corporation and Valley Community Bancshares, Inc. unanimously approved the transaction, which is subject to approval by Valley's shareholders, as well as regulatory approvals and other customary closing conditions.  Upon closing of the transaction, which is anticipated to take place in the third quarter of 2013, Valley Bank will be merged into Heritage Bank. The purchase price will be paid 50% in cash and 50% in Heritage common stock.  As a result, Valley's shareholders will be entitled to receive approximately $19.50 in cash and 1.3611 shares of Heritage's common stock per share.  Using a 30-day average price per share of Heritage stock for a period ending March 1, 2013 results in a Heritage stock price of $14.327, which when multiplied by the fixed exchange ratio of 1.3611 provides an initial valuation of $39.00 per share or approximately $44.2 million. The total purchase price is subject to adjustments and closing conditions, including potential adjustments if the volume weighted average trading price of Heritage common shares rises or falls beyond certain levels prior to closing.