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Sound Credit Union and Washington Bancorp, Inc. Announce Strategic Acquisition

September 21, 2018

TACOMA, Wash. & LYNNWOOD, Wash.--(BUSINESS WIRE)--Sep 21, 2018--Sound Credit Union and Washington Bancorp, Inc. (OTC Pink “WGTB”), the holding company for the Bank of Washington, are pleased to jointly announce a strategic acquisition between the financial institutions – the first of its kind in Washington State history. The transaction will be structured with Sound Credit Union purchasing substantially all of the assets and assuming substantially all of the liabilities of the Bank of Washington.

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The transaction has been unanimously approved by the boards of directors of both institutions and is subject to regulatory approval, approval by the shareholders of Washington Bancorp, Inc. and other customary approvals. The transaction is anticipated to be completed in the first quarter of 2019. It is anticipated that WGTB shareholders will receive approximately $6.40 in cash per share, based on the outstanding shares as of the date of the Purchase agreement. The combined company will have approximately $1.7 billion in assets, $1.3 billion in loans, $1.5 billion in deposits and operate 29 branches throughout King, Pierce, Snohomish and Thurston Counties.

Don Clark, Sound Credit Union’s President and CEO commented, “We are excited to announce the acquisition of Bank of Washington’s assets. This combination will help us further expand our footprint in Snohomish and King Counties, accelerate our business and mortgage lending efforts, and add great employees. We feel the value and cultures of both companies are very similar with a strong commitment to customers and the communities in which we serve.”

Marty Steele, Washington Bancorp, Inc.’s President and CEO added, “We are enthusiastic about this partnership because of the expanded opportunities it brings to our customers, our employees and our communities. This deal rewards our long-term shareholders who have supported us for many years. As a larger and stronger financial institution with a significantly higher legal lending limit, we will be better able to compete in today’s competitive environment and serve our customers. Sound Credit Union is a strong local financial institution with a long history of meeting the financial needs of both businesses and consumers in the greater Puget Sound market.”

Sound Credit Union was advised in the transaction by Howard & Howard as legal counsel. Washington Bancorp, Inc. was advised by D.A. Davidson & Co. as financial advisor and Keller Rohrback, LLP as legal counsel.

About Sound Credit Union

Sound Credit Union was founded in 1940 and today is one of Washington State’s largest credit unions. With 24 full-service branch locations throughout the Puget Sound area, Sound provides their nearly 120,000 members with authentic and trusted financial support and services. Sound is driven by the purpose of standing with members, employees and the community through all waves of life. For more information, please visit .

About Washington Bancorp, Inc.

The Bank of Washington is a locally owned, full-service commercial bank headquartered in Lynnwood, Washington. It provides commercial loans, deposit accounts and other quality local banking services to businesses and individuals at its five branches in Edmonds, Lynnwood, Mukilteo, Everett and Redmond and a loan production office in Seattle. For more information about the bank, visit .

Additional Information About the Acquisition

In connection with the proposed merger, the WGTB will prepare a proxy statement for the special meetings of shareholders. It is anticipated that the proxy statement and other relevant materials (as they become available) will be mailed to shareholders in the fourth quarter of 2018. Shareholders are urged to read the proxy statement and the other relevant materials when they become available before voting on the merger.

Certain statements in this news release contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to future plans and expectations, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties, and other factors, such as the businesses of Sound Credit Union and Bank of Washington may not be integrated successfully or such integration may take longer to accomplish than expected, the expected cost savings and any revenue synergies from the merger may not be fully realized within the expected timeframes, disruption from the merger may make it more difficult to maintain relationships with customers, associates, or suppliers, the required governmental approvals of the merger may not be obtained on the proposed terms and schedule, or WGTB shareholders may not approve the merger, any of which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Therefore, we can give no assurance that the results contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information should not be construed as a representation by the companies or any person that the future events, plans, or expectations contemplated by the companies will be achieved. All subsequent written and oral forward-looking statements concerning the companies or any person acting on their behalf is expressly qualified in its entirety by the cautionary statements above. None of Sound Credit Union or Bank of Washington undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, to reflect circumstances or events that occur after the date the forward-looking statements are made.

View source version on businesswire.com:https://www.businesswire.com/news/home/20180921005409/en/

CONTACT: Global Strategy Group

Media

Jenn Rea, 206.438.3502

JRea@GlobalStrategyGroup.com

KEYWORD: UNITED STATES NORTH AMERICA WASHINGTON

INDUSTRY KEYWORD: PROFESSIONAL SERVICES BANKING FINANCE

SOURCE: Washington Bancorp, Inc. and Sound Credit Union

Copyright Business Wire 2018.

PUB: 09/21/2018 11:40 AM/DISC: 09/21/2018 11:40 AM

http://www.businesswire.com/news/home/20180921005409/en

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