First Financial Northwest, Inc. Announces Receipt of Shareholder Approval for Transaction with Global Credit Union
First Financial Northwest, Inc. (NASDAQ GS: FFNW) announced that its shareholders have approved the Purchase and Assumption Agreement with Global Federal Credit Union for the acquisition of substantially all assets and liabilities of First Financial Northwest Bank. Shareholders also approved the voluntary dissolution of the company and the distribution of net assets following the asset sale. The transaction has received approval from the Washington State Department of Financial Institutions but still requires regulatory approvals from the FDIC and NCUA.
The company cautioned that there is no assurance of obtaining these final approvals or whether there will be unacceptably burdensome conditions attached. First Financial Northwest Bank currently operates 15 full-service banking offices in the Puget Sound Region.
First Financial Northwest, Inc. (NASDAQ GS: FFNW) ha annunciato che i suoi azionisti hanno approvato l'Accordo di Acquisto e Assunzione con Global Federal Credit Union per l'acquisizione della quasi totalità degli attivi e passivi di First Financial Northwest Bank. Gli azionisti hanno anche approvato la dissoluzione volontaria della società e la distribuzione degli attivi netti a seguito della vendita degli attivi. La transazione ha ricevuto l'approvazione dal Dipartimento delle Istituzioni Finanziarie dello Stato di Washington ma deve ancora ottenere le approvazioni regolamentari dalla FDIC e dalla NCUA.
La società ha avvertito che non c'è certezza di ottenere queste approvazioni finali o se ci saranno condizioni eccessivamente gravose attaccate. Attualmente, First Financial Northwest Bank gestisce 15 uffici bancari a servizio completo nella regione del Puget Sound.
First Financial Northwest, Inc. (NASDAQ GS: FFNW) anunció que sus accionistas han aprobado el Acuerdo de Compra y Asunción con Global Federal Credit Union para la adquisición de prácticamente todos los activos y pasivos de First Financial Northwest Bank. Los accionistas también aprobaron la disolución voluntaria de la empresa y la distribución de los activos netos tras la venta de activos. La transacción ha recibido la aprobación del Departamento de Instituciones Financieras del Estado de Washington pero aún requiere aprobaciones regulatorias de la FDIC y la NCUA.
La compañía advirtió que no hay garantía de obtener estas aprobaciones finales ni de que se impongan condiciones inaceptablemente gravosas. Actualmente, First Financial Northwest Bank opera 15 oficinas bancarias de servicios completos en la región de Puget Sound.
First Financial Northwest, Inc. (NASDAQ GS: FFNW)는 주주들이 Global Federal Credit Union과의 자산 및 부채 인수 합의서를 승인했다고 발표했습니다. 주주들은 또한 회사의 자발적 해산과 자산 매각 후 순자산 배분을 승인했습니다. 이번 거래는 워싱턴주 금융 기관 부서의 승인을 받았으나 FDIC와 NCUA의 규제 승인이 여전히 필요합니다.
회사는 이러한 최종 승인을 받을 수 있는 보장이 없으며, 지나치게 부담스러운 조건이 추가될지도 모른다고 경고했습니다. 현재 First Financial Northwest Bank는 퓨젯 사운드 지역에 15개의 종합 은행 사무소를 운영하고 있습니다.
First Financial Northwest, Inc. (NASDAQ GS: FFNW) a annoncé que ses actionnaires avaient approuvé l'Accord d'Achat et d'Assomption avec la Global Federal Credit Union pour l'acquisition de presque tous les actifs et passifs de First Financial Northwest Bank. Les actionnaires ont également approuvé la dissolution volontaire de l'entreprise et la distribution des actifs nets après la vente d'actifs. La transaction a reçu l'approbation du Département des Institutions Financières de l'État de Washington mais nécessite encore des approbations réglementaires de la FDIC et de la NCUA.
L'entreprise a averti qu'il n'y a aucune garantie d'obtenir ces approbations finales ou que des conditions excessivement contraignantes soient imposées. Actuellement, First Financial Northwest Bank exploite 15 bureaux bancaires à service complet dans la région du Puget Sound.
First Financial Northwest, Inc. (NASDAQ GS: FFNW) gab bekannt, dass die Aktionäre dem Kauf- und Übernahmevertrag mit der Global Federal Credit Union zur Übernahme nahezu aller Vermögenswerte und Verbindlichkeiten der First Financial Northwest Bank zugestimmt haben. Die Aktionäre stimmten zudem der freiwilligen Auflösung des Unternehmens und der Verteilung der Nettovermögenswerte nach dem Verkauf der Vermögenswerte zu. Die Transaktion wurde vom Finanzinstitut des Bundesstaates Washington genehmigt, erfordert jedoch noch regulatorische Genehmigungen von der FDIC und der NCUA.
Das Unternehmen warnte, dass es keine Garantie für den Erhalt dieser endgültigen Genehmigungen gibt oder ob unzumutbare Bedingungen angehängt werden. Die First Financial Northwest Bank betreibt derzeit 15 Vollservice-Bankbüros in der Region Puget Sound.
- Shareholder approval obtained for the asset sale to Global Federal Credit Union
- Approval received from Washington State Department of Financial Institutions
- Potential for asset distribution to shareholders following dissolution
- Pending regulatory approvals from FDIC and NCUA create uncertainty
- Possibility of burdensome conditions in final regulatory approvals
- Planned dissolution of the company following asset sale
Insights
The acquisition of First Financial Northwest Bank by Global Credit Union is a significant event in the financial sector. This move indicates a consolidation trend within the banking industry, particularly among community banks and credit unions. The sale of substantially all assets and liabilities of First Financial Northwest Bank to Global demonstrates a strategy to streamline operations and potentially focus on different market segments.
Shareholder approval is a critical milestone, demonstrating investor confidence in the deal. However, the transaction is still subject to regulatory approvals from the FDIC and NCUA. These approvals are not guaranteed and could impose additional conditions. The uncertainty surrounding these approvals introduces risk, which should be considered by investors.
From a financial perspective, the voluntary dissolution of First Financial Northwest, Inc. and subsequent distribution of net assets to shareholders could be beneficial. Investors might receive a portion of the company's remaining assets, depending on the liquidation outcomes. However, risks remain related to the timing and regulatory hurdles.
In the short term, investors should be cautious of the potential delays or complications in obtaining regulatory approvals. In the long term, this consolidation could create a stronger entity, leveraging combined resources and increasing market competitiveness.
The legal aspects of this transaction are complex and warrant close scrutiny. The Purchase and Assumption Agreement approved by shareholders is a pivotal legal document that outlines the terms under which Global Credit Union will acquire the assets and liabilities of First Financial Northwest Bank. The agreement's approval signifies that both parties have likely negotiated terms that are mutually beneficial, yet subject to stringent regulatory oversight.
The need for regulatory approvals from both the FDIC and NCUA adds layers of compliance and potential complications. These regulatory bodies will evaluate the transaction's compliance with federal laws and regulations designed to ensure financial stability and protect consumers. Any conditions imposed by these regulators could impact the transaction’s final terms.
Furthermore, the approval of executive compensation related to the asset sale highlights the importance of governance and transparency in corporate actions. It also reflects a proactive strategy to align executive interests with those of shareholders.
Investors should monitor updates on regulatory approvals closely, as any delays or additional conditions could affect the deal's finalization and the anticipated benefits from the asset sale.
RENTON, Wash., July 19, 2024 (GLOBE NEWSWIRE) -- First Financial Northwest, Inc. (the “Company”) (NASDAQ GS: FFNW), the holding company for First Financial Northwest Bank (the “Bank”), today announced that the preliminary vote count indicates that its shareholders approved the Purchase and Assumption Agreement, dated January 10, 2024, by and among the Company, the Bank and Global Federal Credit Union (“Global”), which provides for Global’s acquisition of substantially all of the assets and assumption of substantially all of the liabilities (including deposit liabilities) of the Bank (the “asset sale”). Based on the preliminary vote counts, shareholders also approved a proposal to voluntarily dissolve the Company and distribute its net assets following the completion of the asset sale and approved, on an advisory basis, the compensation that may be paid or may become payable to certain executive officers of the Company in connection with the asset sale. Final voting results of the special meeting of shareholders held on July 19, 2024, will be filed by the Company on a Form 8-K within four business days.
The Bank previously received required regulatory approvals from the Washington State Department of Financial Institutions in connection with the asset sale and Bank liquidation, but consummation of the asset sale remains subject to the required regulatory approvals from the Federal Deposit Insurance Corporation (“FDIC”) and the National Credit Union Administration (“NCUA”), which have not yet been obtained. The Company cannot provide any assurance as to whether they will obtain the required final regulatory approvals from the FDIC and the NCUA, when such approvals will be received, or whether there will be conditions in such approvals that are unacceptably burdensome to the Company or Global.
First Financial Northwest, Inc. is the parent company of First Financial Northwest Bank; an FDIC insured Washington State-chartered commercial bank headquartered in Renton, Washington, serving the Puget Sound Region through 15 full-service banking offices. For additional information about us, please visit our website at ffnwb.com and click on the “Investor Relations” link at the bottom of the page.
Forward-looking statements:
When used in this press release and in other documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “believe,” “will,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “plans,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts but instead represent management’s current expectations and forecasts regarding future events many of which are inherently uncertain and outside of our control. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions and statements about, among other things, our pending transaction with Global Federal Credit Union (“Global”) whereby Global, pursuant to the definitive purchase and assumption agreement (the “P&A Agreement”), will acquire substantially all of the assets and assume substantially all of the liabilities of the Bank, expectations of the business environment in which we operate, projections of future performance or financial items, perceived opportunities in the market, potential future credit experience, and statements regarding our mission and vision. These forward-looking statements are based on current management expectations and may, therefore, involve risks and uncertainties. Actual results may differ, possibly materially from those currently expected or projected in these forward-looking statements made by, or on behalf of, us and could negatively affect our operating and stock performance. Factors that could cause our actual results to differ materially from those described in the forward-looking statements, include, but are not limited to, the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or all of the parties to terminate the P&A Agreement; delays in completing the P&A Agreement; the failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the Global transaction, including the P&A Agreement, on a timely basis or at all; delays or other circumstances arising from the dissolution of the Bank and the Company following completion of the P&A Agreement; diversion of management’s attention from ongoing business operations and opportunities during the pending Global transaction; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement of the Global transaction; potential adverse impacts to economic conditions in our local market areas, other markets where the Company has lending relationships, or other aspects of the Company’s business operations or financial markets, including, without limitation, as a result of employment levels, labor shortages and the effects of inflation, a potential recession or slowed economic growth; changes in the interest rate environment, including the recent increases in the Federal Reserve benchmark rate and duration at which such increased interest rate levels are maintained, which could adversely affect our revenues and expenses, the value of assets and obligations, and the availability and cost of capital and liquidity; the impact of continuing high inflation and the current and future monetary policies of the Federal Reserve in response thereto; the effects of any federal government shutdown; increased competitive pressures; legislative and regulatory changes; the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor and depositor sentiment; disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems or on the third-party vendors who perform several of our critical processing functions; effects of critical accounting policies and judgments, including the use of estimates in determining the fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; the effects of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, and other external events on our business; and other factors described in the Company’s latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other reports filed with or furnished to the Securities and Exchange Commission – that are available on our website at www.ffnwb.com and on the SEC’s website at www.sec.gov.
Any of the forward-looking statements that we make in this Press Release and in the other public statements are based upon management’s beliefs and assumptions at the time they are made and may turn out to be wrong because of the inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Therefore, these factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. We do not undertake and specifically disclaim any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
For more information, contact:
Joseph W. Kiley III, President and Chief Executive Officer
Rich Jacobson, Executive Vice President and Chief Financial Officer
(425) 255-4400
FAQ
What did First Financial Northwest (FFNW) shareholders approve on July 19, 2024?
Which regulatory approvals are still pending for First Financial Northwest's (FFNW) asset sale?
What risks are associated with First Financial Northwest's (FFNW) pending asset sale?
How many banking offices does First Financial Northwest Bank (FFNW) currently operate?
