First Financial Northwest, Inc. Announces Receipt of Shareholder Approval for Transaction with Global Credit Union
July 19 2024 - 1:30PM
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 OfficerRich Jacobson, Executive
Vice President and Chief Financial Officer(425) 255-4400
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