TORONTO, Jan. 13,
2023 /CNW/ - Scotiabank ("The Bank of Nova Scotia", "BNS") (TSX: BNS) (NYSE: BNS)
has received notice of an unsolicited mini-tender offer by TRC
Capital Investment Corporation ("TRC Capital") to purchase up to 2
million BNS common shares, or approximately 0.17% of the common
shares outstanding, at a below-market price of CAD $64.60 per share.
Scotiabank is not associated with TRC Capital or its offer
and does not recommend or endorse this unsolicited mini-tender
offer. Any shareholder considering tendering to the offer should
carefully review the TRC Capital offer documents, obtain current
market quotations for their shares and consult with their broker or
financial adviser.
Shareholders are cautioned that the mini-tender offer has been
made at a price below market, representing a discount of 4.45% and
4.36%, respectively, to the closing prices of BNS shares on the
Toronto Stock Exchange and New York Stock Exchange on January 10, 2023, the last trading day before the
mini-tender offer was commenced.
TRC Capital has made similar unsolicited mini-tender offers for
shares of several other public companies. Mini-tender offers are
designed to result in a holding of less than 5% of a company's
outstanding shares, thereby avoiding disclosure and procedural
requirements applicable to most bids under Canadian and U.S.
securities regulations. Both the Canadian Securities Administrators
(CSA) and the U.S. Securities and Exchange Commission (SEC)
recommend that investors exercise caution with mini-tender offers
and have expressed serious concerns about mini-tender offers,
including the possibility that investors might tender to such
offers without understanding the offer price relative to the actual
market price of their securities.
The CSA's long-standing guidance on mini-tenders can be found on
the Ontario Securities Commission website at
www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp.
The SEC has published investor tips about mini-tender offers,
which can be found on its website at
https://www.sec.gov/reportspubs/investor-publications/investorpubsminitend.
Scotiabank strongly encourages brokers, dealers and other market
participants to exercise caution and review the letter regarding
broker-dealer mini-tender offer dissemination and disclosures on
the SEC website at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Scotiabank requests that a copy of this news release be included
in any distribution of materials relating to TRC Capital's
mini-tender offer for BNS shares.
According to TRC Capital's offer documents, BNS shareholders who
deposit their shares in acceptance of the offer may withdraw their
shares at any time before 12:01 a.m.
(Toronto time) on February 9, 2023 by following the procedures
described in the offer documents.
About Scotiabank
Scotiabank is a leading bank in the
Americas. Guided by our purpose: "for every future", we help our
customers, their families and their communities achieve success
through a broad range of advice, products and services, including
personal and commercial banking, wealth management and private
banking, corporate and investment banking, and capital markets.
With a team of over 90,000 employees and assets of over
$1.3 trillion (as at October 31, 2022), Scotiabank trades on the
Toronto Stock Exchange (TSX: BNS) and New York Stock Exchange
(NYSE: BNS). For more information, please visit
http://www.scotiabank.com and follow us on Twitter @Scotiabank.
SOURCE Scotiabank