/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
MONTREAL and EDMONTON, AB, Feb. 3, 2025
/CNW/ - National Bank of Canada
("National Bank") (TSX: NA) today announced the completion of its
previously announced acquisition of Canadian Western Bank
("CWB").
"Today is an exciting day for National Bank and marks a pivotal
step in our history. This transaction will allow us to deliver a
stronger banking choice for all Canadians and Canadian businesses.
Our combined organization will provide customers with an expanded
product and service offering nationally, while maintaining regional
expertise. Thanks to CWB's established roots in Western Canada, National Bank is expanding its
operations. We will pull strengths from our collective network and
further extend the depth and breadth of our banking capabilities,"
said Laurent Ferreira, President and
CEO of National Bank.
With the closing of the transaction, integration activities will
begin, and further transition will continue. National Bank looks
forward to onboarding CWB clients and employees in the coming
months.
For more information on this transaction, please visit:
welcome.nbc.ca
Transaction Details
The acquisition was completed by way of a share exchange,
pursuant to which each CWB common share, other than those held by
National Bank, was exchanged for 0.450 of a common share of
National Bank, representing equity consideration of $5.3B and a total equity value of $5.6B inclusive of the shares already held by
National Bank. The CWB common shares are expected to be delisted
from the Toronto Stock Exchange (the "TSX") as of the close of
business on February 4, 2025. More
information regarding the transaction is provided in the CWB
management proxy circular dated July 12,
2024, and filed on SEDAR+ at www.sedarplus.com.
Subscription Receipts Financing Update
In connection with the transaction, National Bank issued and
sold an aggregate of 9,262,500 subscription receipts at a price of
$112.30 per subscription receipt
pursuant to a public offering and a concurrent private placement
with an affiliate of Caisse de dépôt et placement du Québec
for a total amount of $1.04
billion.
With the closing of the transaction, the common shares of
National Bank issuable pursuant to the subscription receipts were
automatically issued through the facilities of CDS Clearing and
Depository Services Inc. in accordance with the terms of the
subscription receipts, on a one-for-one basis, without additional
consideration or further action by holders of subscription
receipts.
It is expected that trading in the subscription receipts issued
in connection with the public offering will be halted effective
prior to opening of trading on the TSX today and remain halted
until the close of business today, at which time such subscription
receipts will be delisted from the TSX. The transfer register
maintained by the subscription receipt agent for the public
offering will be closed as at the closing of business today. The
common shares issued in respect of the subscription receipts issued
as part of the public offering and private placement are expected
to begin trading on the TSX today.
In addition, pursuant to the terms of the subscription receipts,
holders of subscription receipts are also entitled to receive a
cash amount for each subscription receipt equivalent to the
dividend per common share payable by National Bank to holders of
common shares of record on June 24,
2024, September 30, 2024 and December 30, 2024, with payment occurring on
August 1, 2024, November 1,
2024 and February 1, 2025,
respectively.
The issuance of common shares of National Bank pursuant to the
acquisition and upon the automatic exchange of the subscription
receipts increases the number of outstanding common shares of
National Bank by 50,272,878.
CWB Tier 1 Capital Reorganization and Planned Amalgamation of
National Bank and CWB
Following the acquisition, all of the issued and outstanding
First Preferred Shares Series 5 (Non-Viability Contingent Capital
(NVCC)) and Series 9 (Non-Viability Contingent Capital (NVCC))
(collectively, the "First Preferred Shares"), Limited Recourse
Capital Notes Series 1 and Series 2 (NVCC) (collectively, the
"LRCNs") and NVCC Subordinated Debentures of CWB remain
outstanding.
CWB intends to implement, effective as of February 4, 2025, certain amendments previously
approved by holders of the outstanding First Preferred Shares and
LRCNs, which permit the exchange of the First Preferred Shares of
CWB for substantially equivalent First Preferred Shares of National
Bank (the "First Preferred Shares Amendments"), and the early
redemption of the LRCNs (the "LRCN Amendments" and, together with
the First Preferred Shares Amendments, the "Amendments"). Further,
CWB expects to deliver notice on February 4,
2025 to the holders of its First Preferred Shares and LRCNs
that, effective February 20, 2025,
the First Preferred Shares will be exchanged for substantially
equivalent National Bank First Preferred Shares and the LRCNs will
be redeemed, in accordance with their respective terms.
As a result of the Amendments coming into force, CWB will pay
the applicable consent fees to holders of First Preferred Shares as
of 5:00 p.m. (Mountain Time) on
October 24, 2024 who validly tendered
a vote in respect of the First Preferred Shares Amendments, and all
holders of LRCNs as of 5:00 p.m. (Mountain
Time) on October 16, 2024.
More information regarding the CWB Tier 1 capital reorganization
(including the payment and amounts of the consent fees) is provided
in the CWB management proxy circular with respect to the First
Preferred Shares Amendments, and the consent solicitation
statements with respect to the LRCN Amendments, in each case dated
October 25, 2024 and filed on SEDAR+
at www.sedarplus.com.
Following such exchanges and redemptions and certain other
corporate actions, National Bank and CWB intend to amalgamate, with
the resulting entity assuming the obligations of its predecessors,
including the obligations of CWB under its outstanding NVCC
Subordinated Debentures. The amalgamation is expected to occur on
March 1, 2025.
Until such amalgamation, National Bank intends for the members
of the CWB Board of Directors to be the same as those of the
National Bank Board of Directors, including the two CWB nominees
appointed today to the National Bank Board of Directors, namely
Sarah Morgan-Silvester and Irfhan
Rawji; in addition, Chris Fowler
will sit on the CWB Board in his capacity as CEO of CWB.
Accordingly, following the resignation of the prior CWB Directors
from the CWB Board upon the closing of the acquisition and the
appointment of National Bank board members thereto, the current CWB
Board consists of Robert Paré (Chair), Laurent Ferreira, Pierre
Blouin, Pierre Boivin,
Scott Burrows, Yvon Charest, Patricia
Curadeau-Grou, Chris Fowler,
Annick Guérard, Karen Kinsley,
Lynn Loewen, Rebecca McKillican, Arielle Meloul-Wechsler, Sarah Morgan-Silvester, Pierre Pomerleau, Irfhan Rawji and Macky Tall.
NO OFFER OR SOLICITATION
This press release is for informational purposes only and shall
not constitute an offer to purchase or a solicitation of an offer
to sell any securities, or a solicitation of a proxy or consent of
any securityholder of any person in any jurisdiction. Any offers or
solicitations will be made in accordance with the requirements
under applicable law. The circulation of this press release may be
subject to a specific regulation or restrictions in some countries.
Consequently, persons in possession of this press release must
familiarize themselves and comply with any restrictions that may
apply to them.
NOTICE TO U.S. HOLDERS OF CWB COMMON SHARES
National Bank has filed a registration statement on Form F-80,
which includes CWB's management information circular and related
documents, with the United States Securities and Exchange
Commission ("SEC") in respect of NBC common shares issued in the
transaction to U.S. holders of CWB common shares. INVESTORS AND CWB
SHAREHOLDERS ARE URGED TO READ SUCH REGISTRATION STATEMENT AND ALL
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE
TRANSACTION AS THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION. You are able to obtain a free copy
of such registration statement, as well as other related filings,
at the SEC's website (www.sec.gov).
NOTICE TO U.S. HOLDERS OF CWB PREFERRED SHARES
National Bank has furnished a Form CB, which included CWB's
management proxy circular relating to the First Preferred Shares
Amendments and related documents, with the SEC in respect of
National Bank First Preferred Shares to be offered or exchanged to
U.S. holders of CWB First Preferred Shares in connection with the
First Preferred Shares Amendments. Investors and holders of CWB
First Preferred Shares are urged to read such Form CB, circular and
all other relevant documents furnished with the SEC in connection
with the offer or exchange, as well as any amendments or
supplements to those documents. You are able to obtain a free copy
of such Form CB, circular, as well as other related documents, at
the SEC's website (www.sec.gov). The National Bank First Preferred
Shares that will be issued to U.S. holders of the First Preferred
Shares in connection with the First Preferred Shares Amendments
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act") or the securities
laws of any state of the United
States and will be issued in reliance on the exemption from
the registration requirements of the Securities Act set forth in
Rule 802 thereunder.
About National Bank
With $462 billion in assets as of October 31, 2024, National Bank is one of
Canada's six systemically
important banks. National Bank has approximately 30,000 employees
in knowledge-intensive positions and operates through three
business segments in Canada:
Personal and Commercial Banking, Wealth Management and Financial
Markets. A fourth segment, U.S. Specialty Finance and
International, complements the growth of its domestic operations.
Its securities are listed on the Toronto Stock Exchange (TSX: NA).
Follow National Bank's activities at nbc.ca or via social
media.
CWB preferred shares
CWB's preferred shares trade on the Toronto Stock Exchange
under the symbols "CWB.PR.B" (Series 5 preferred shares) and
"CWB.PR.D" (Series 9 preferred shares).
FORWARD-LOOKING INFORMATION
From time to time, National Bank and CWB make written and verbal
forward-looking statements. Statements of this type are included in
this press release and may be included in filings with Canadian and
U.S. securities regulators or in other communications such as media
releases and corporate presentations. Forward-looking statements in
this press release may include, but are not limited to, statements
regarding the anticipated benefits and synergies for National
Bank resulting from the transaction, the anticipated effect of the
transaction on National Bank's strategy, operations and financial
performance, including its ability to enhance customer offerings
nationally while maintaining a regional expertise, expand
operations in Western Canada,
leverage strengths from a larger combined network, and improve the
depth and breadth of its banking capabilities, and the expected CWB
Tier 1 capital reorganization and the amalgamation of National Bank
and CWB and their respective timing. Forward-looking statements are
typically identified by the words "believe", "expect",
"anticipate", "intend", "estimate", "may increase", "may impact",
"goal", "focus", "potential", "proposed" and other similar
expressions, or future or conditional verbs such as "will",
"should", "would" and "could".
By their very nature, forward-looking statements involve
numerous assumptions and are subject to inherent risks and
uncertainties, which give rise to the possibility that National
Bank's and/or CWB's predictions, forecasts, projections,
expectations, and conclusions will not prove to be accurate, that
National Bank's and/or CWB's assumptions may not be correct, and
that National Bank's and/or CWB's strategic goals will not be
achieved.
Forward-looking statements in this press release are based on a
number of assumptions and are subject to risk factors, many of
which are beyond National Bank's and CWB's control and the impacts
of which are difficult to predict. These risk factors include, but
are not limited to, risks and uncertainties relating to the
expected outcomes in connection with the transaction; National
Bank's inability to successfully integrate CWB upon completion of
the transaction; the potential delay or failure to realize the
anticipated benefits from the transaction; National Bank's reliance
upon publicly available information of CWB; potential undisclosed
costs or liability associated with the transaction; and assumptions
about future events, including economic conditions and proposed
courses of action, based on National Bank and CWB management's
assessment of the relevant information available as of the date
hereof; and National Bank's and CWB's ability to anticipate and
manage the risks associated with these factors. It is important to
note that the preceding list is not exhaustive of possible
factors.
Additional information about certain factors and additional risk
factors can be found in the "Risk Management" section of CWB's 2024
Annual MD&A, in the "Risk Management" section of National
Bank's 2024 Annual Report, as well as in other reports and
documents filed by National Bank and CWB with securities regulators
or securities commissions from time to time and other documents
that National Bank and CWB make public. These and other factors
should be considered carefully, and readers are cautioned not to
place undue reliance on these forward-looking statements as a
number of important factors could cause CWB's and/or National
Bank's actual results to differ materially from the expectations
expressed in such forward-looking statements. Any forward-looking
statements contained in this press release represent CWB's and
National Bank's views as of the date hereof. Unless required by
law, neither CWB or National Bank undertake to update any
forward-looking statement, whether written or verbal, that may be
made from time to time by or on behalf of CWB or National Bank. CWB
and National Bank caution investors that these forward-looking
statements are not guarantees of future performance and that actual
events or results may differ significantly from these statements
due to a number of factors.
SOURCE Canadian Western Bank
