/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
MONTREAL and EDMONTON, AB, Feb. 20,
2025 /CNW/ - National Bank of Canada ("National Bank") (TSX: NA) and
Canadian Western Bank ("CWB") today announced the completion of the
previously announced reorganization of CWB's tier 1 capital.
In particular, on the date hereof, all of the issued and
outstanding First Preferred Shares Series 5 (Non-Viability
Contingent Capital (NVCC)) and Series 9 (Non-Viability Contingent
Capital (NVCC)) of CWB (collectively, the "CWB First Preferred
Shares") have been exchanged, on a one for one basis, for new First
Preferred Shares of National Bank Series 47 (Non-Viability
Contingent Capital (NVCC)) and Series 49 (Non-Viability Contingent
Capital (NVCC)) (collectively, the "National Bank First
Preferred Shares"), respectively, in each case having substantially
the same rights, privileges, restrictions and conditions as the
corresponding CWB First Preferred Shares. The Limited Recourse
Capital Notes Series 1 and Series 2 (NVCC) of CWB have
been redeemed in accordance with their terms.
It is expected that the National Bank First Preferred Shares
will commence trading on the Toronto Stock Exchange ("TSX") under
the ticker symbols NA.PR.I. and NA.PR.K., respectively, as of
opening of markets on February 20,
2025. The CWB First Preferred Shares will be delisted from
the TSX.
As previously announced, following such exchanges and
redemptions and certain other corporate actions, National Bank and
CWB will, on March 1, 2025,
amalgamate and continue as one bank under the name National Bank of
Canada, with the resulting entity
assuming the obligations of its predecessors, including the
obligations of CWB under its outstanding NVCC Subordinated
Debentures.
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 FIRST PREFERRED SHARES
National Bank has furnished a Form CB, which included CWB's
management proxy circular relating to the amendments to the CWB
First Preferred Shares 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 amendments to the CWB First Preferred Shares.
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 have been issued to U.S.
holders of the CWB First Preferred Shares in connection with the
amendments to the CWB First Preferred Shares 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.
FORWARD-LOOKING INFORMATION
From time to time, National Bank and CWB make written and
verbal forward-looking statements. Statements of this type may be
included in this press release, 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 include, but are not limited to, statements
regarding the expected listing of the National Bank First Preferred
Shares and the timing thereof, and the delisting of the CWB
First Preferred Shares. 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. 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
