Northwest Bancorporation, Inc. (OTCQB: NBCT), the holding company of Inland Northwest Bank (“INB”), today announced the signing of a definitive agreement to acquire Fairfield Financial Holdings Corp. (“Fairfield”), the holding company of Bank of Fairfield, which is headquartered in Fairfield, Washington, for cash consideration of approximately $20.75 million. The combined company will have approximately $600 million in assets and will expand INB’s geographic footprint in Eastern Washington, securing its position as the largest community bank focused exclusively on the Inland Northwest region.
“We are excited about combining these two great community banks to create the largest bank specifically focused on serving these communities,” said Randall Fewel, President and CEO of Northwest Bancorporation, Inc. “Inland Northwest Bank is focused on building the premier community banking organization in our region and we believe with this combination, the bank will be even better positioned to grow, serve our customers and create solid returns for our shareholders.”
Jay Wernz, Chairman, President and Chief Executive Officer of Fairfield and Bank of Fairfield said, “This merger allows us to partner with a strong, local community bank that will maintain our focus on providing customers with high quality service and maintaining our deep commitment to the communities we serve.”
Fewel added, “Bank of Fairfield has served the Palouse Region for over 100 years and we have a deep respect for their organization. It has been a leader in serving the agricultural community throughout Eastern Washington and INB is enthusiastic about this opportunity to grow and diversify our customer base. This transaction is the right fit at the right time.”
As of March 31, 2015, Bank of Fairfield had $151.6 million in total assets, $103.1 million in gross loans and $134.0 million in total deposits.
With the addition of Bank of Fairfield’s agricultural lending expertise to INB’s established commercial and residential lending programs, the combined company will have increased loan portfolio diversification and a broader core deposit base. Bank of Fairfield customers will gain access to more product offerings, increased lending limits and a larger branch network. INB currently operates 11 branches, and Bank of Fairfield currently operates 7 branches. Fewel said “the larger organization will provide greater resources and leadership and development opportunities for employees of both organizations.”
The Boards of Northwest Bancorporation, Inc. and Fairfield unanimously approved the transaction, which is subject to, among other conditions, successful completion by NBCT of a capital raise, approval by Fairfield’s shareholders, regulatory approval and other customary conditions of closing. The merger transaction is expected to close in the fourth quarter of 2015. In addition, Jay Wernz, Chairman, President and Chief Executive Officer of Fairfield and Bank of Fairfield, will join the board of directors of Northwest Bancorporation, Inc. and INB upon closing.
The capital raise by NBCT is subject to market and other conditions. It is anticipated that NBCT will offer shares of its common stock (the “Common Stock”) to accredited investors in a private offering.
The NBCT Common Stock to be issued in the capital raise will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws and may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Common Stock will be offered only to accredited investors in accordance with Rule 506(b) under the Securities Act.
This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the Common Stock, nor will there be any sale of the Common Stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
D.A. Davidson & Co. served as financial advisor and Witherspoon Kelley served as legal counsel to Northwest Bancorporation, Inc. Wedbush Securities, Inc. served as financial advisor and Breyer & Associates PC served as legal counsel to Fairfield.
Fairfield Financial Holdings Corp. is the parent company of Bank of Fairfield, a state-chartered community bank serving its communities through its eight locations in Spokane and the Palouse Region. Bank of Fairfield specializes in working with generations of family farms and the communities they support since 1908 by providing full service banking with top quality service. More information about Bank of Fairfield can be found at www.bankoffairfield.com.
About Northwest Bancorporation, Inc.
Northwest Bancorporation, Inc. (the “Company”) is the parent company of Inland Northwest Bank, a state-chartered community bank which operates seven branches in Spokane County, Washington, and four branches in Kootenai County, Idaho. INB specializes in meeting the financial needs of individuals and small to medium-sized businesses, including professional corporations, by providing a full line of commercial, retail, mortgage and private banking products and services. More information about INB can be found on its website at www.inb.com. The Company’s stock is quoted on the OTC Market’s OTCQB Marketplace, www.otcmarkets.com, under the symbol NBCT.
This release contains forward-looking statements that are not historical facts and that are intended to be “forward-looking statements” as that term is defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include, but are not limited to, statements about the Company’s plans, objectives, expectations and intentions and other statements contained in this release that are not historical facts and pertain to the Company’s future operating results. When used in this release, the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions are generally intended to identify forward-looking statements. Actual results may differ materially from the results discussed in these forward-looking statements, because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control. These include but are not limited to: the businesses of the Company and Fairfield may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; the expected growth opportunities or cost savings from the merger may not be fully realized or may take longer to realize than expected; operating costs, customer losses and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; the shareholders of Fairfield may fail to approve the merger; the possibility of adverse economic developments that may, among other things, increase default and delinquency risks in the Company’s loan portfolios; shifts in interest rates; shifts in the rate of inflation; shifts in the demand for the Company’s loan and other products; unforeseen increases in costs and expenses; changes in accounting policies; changes in the monetary and fiscal policies of the federal government; and changes in laws, regulations and the competitive environment. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
For More Information Contact
Randall L. Fewel, President and CEO
Holly Poquette, Chief Financial Officer