PRESS RELEASE
April 22, 2005
Contacts:
VENTURE FINANCIAL GROUP
Ken F. Parsons, Sr.
(360) 412 - 2100
kparsons@venture-bank.com
WASHINGTON COMMERCIAL BANCORP
James F. Arneson
(425) 602 - 2800
arneson@redmondbank.com
VENTURE FINANCIAL GROUP TO ACQUIRE WASHINGTON COMMERCIAL BANCORP
Redmond National Bank to merge with Venture Bank in a $25 Million Transaction
Olympia, WA. -
April 22, 2005 - Venture Financial Group, Inc., the Olympia-based parent company of
Venture Bank (www.venture-bank.com), and Washington Commercial Bancorp (WCB) today
announced the signing of a definitive agreement for the merger of WCB, the
Redmond-based parent company of Redmond National Bank, with and into
Venture Financial Group. Simultaneously, Redmond National Bank will merge
into Venture Bank. The stock and cash transaction is valued at approximately $25 million.
Venture's acquisition of WCB and its approximately $100 million
in assets will significantly enhance Venture Bank's presence in King County—a key
element of the company's strategic growth plans. Upon completion of the merger,
Redmond National Bank’s two branches will operate under the Venture Bank name.
Venture Bank's total assets following the transaction will exceed $675 million.
Another major benefit of the purchase will be the return
of James F. Arneson to the Venture Bank family. Arneson 44, President and
CEO of WCB and Redmond National Bank, will serve as President and CEO of
Venture Bank and President of Venture Financial Group.
Ken F. Parsons, Sr. will continue as Chairman and CEO of
Venture Financial Group. "This is a rare and remarkable, 'win-win-win' transaction
for shareholders, employees, and especially customers of both Venture Bank and
Redmond National," said Parsons. "The further expansion of the Venture Bank brand
in King County, the greatly expanded services that will be available to Redmond National
customers, and particularly the return of Jim Arneson as a seasoned CEO to a critical
position, represents the perfect marriage with impeccable timing," Parsons added.
During his tenure at Venture Bank, Arneson was instrumental in
helping create its strategic plan, while being groomed to become President and CEO.
He served Venture Bank (previously known as First Community Bank), for ten years prior
to accepting the President’s position at Redmond National Bank. "Jim is an experienced
professional with a proven track record at Redmond National, and will provide terrific
leadership as we continue to implement our strategic plan for Venture Bank," said Parsons.
Arneson concurred with the sound rationale for the deal and the
opportunities it will create. "This is not just a merger of two banking institutions,
but a merger of matching cultures," said Arneson. "Both organizations place tremendous
value on customer-focused banking and being good corporate citizens in the communities we serve."
The acquisition will add two additional King County locations to
Venture’s fourteen branches in four counties. Venture Bank's long-term growth strategy
has focused on expanding its presence along the rapidly growing, highly visible interstate
corridors. "It's an ideal fit based on geography alone," noted Parsons, adding, "Beyond
that, Redmond National meshes well with Venture's innovative approach to community banking."
Upon completion of the merger, WCB shareholders will receive shares of
Venture common stock, cash or a combination of cash and stock in exchange for each share of
WCB common shares. Approximately 569,000 shares of Venture stock and $12.2 million of cash
are expected to be issued in connection with the merger.
The Boards of Directors of both companies have approved the transaction,
which is subject to regulatory and shareholder approvals, as well as other customary conditions
of closing. Completion is expected in third quarter of 2005. Both Arneson and Keith Brewe,
Chairman of both WCB and Redmond National Bank, will join Venture’s Board of Directors upon completion.
Venture expects the merger to be accretive to the shareholders. The
combined organization will have assets of approximately $675 million, deposits of approximately
$450 million and shareholders’ equity of over $70 million.
About Venture Financial Group, Inc.
Venture Bank has 14 offices in four western Washington counties and offers a full spectrum of
financial services including commercial, construction, residential and consumer lending, deposit
products and other banking services. The bank also provides a broad range of investment services
through its subsidiary Venture Wealth Management, Inc. Further information is available online at
www.venture-bank.com.
About Washington Commercial Bancorp
Washington Commercial Bancorp is wholly-owned and directed by Redmond-area residents and business
people. It is the parent company of Redmond National Bank, the only locally-owned and managed
commercial bank in Redmond. It operates branches at NE 85th and 158th Ave., across from the
Redmond City Hall, and in the Redmond Town Center Mall. Further information is available online
at www.redmondbank.com.
This news release includes forward-looking statements within the meaning
of the "Safe-Harbor" provisions of the Private Securities Litigation Reform Act of 1995, which
management believes are a benefit to shareholders. These statements are necessarily subject to
risk and uncertainty and actual results could differ materially due to certain risk factors,
including those set forth from time to time in Venture Financial Group, Inc.’s filings with the
Securities and Exchange Commission (the "SEC"). You should not place undue reliance on forward-looking
statements and we undertake no obligation to update any such statements. Specific risks in this press
release include whether both companies receive timely regulatory and shareholder approvals, whether
they have accurately predicted acquisition and consolidation expenses, the timing and amount of savings
from consolidation, the expected earnings contributions of both companies and management’s ability to
effectively integrate the companies.