{"id":46912,"date":"2024-06-11T20:48:51","date_gmt":"2024-06-12T01:48:51","guid":{"rendered":"https:\/\/prefblog.com\/?p=46912"},"modified":"2024-06-11T20:48:51","modified_gmt":"2024-06-12T01:48:51","slug":"na-to-acquire-cwb-subject-to-vote","status":"publish","type":"post","link":"https:\/\/prefblog.com\/?p=46912","title":{"rendered":"NA To Acquire CWB (Subject to Vote)"},"content":{"rendered":"<p>National Bank of Canada <a href=\"https:\/\/www.nbc.ca\/about-us\/news-media\/press-release\/2024\/20240611-nbc-acquisition-canadian-western-bank.html\">has announced<\/a>:<\/p>\n<blockquote>\n<ul>\n<li>Aligned with National Bank\u2019s strategic plan to accelerate growth across all its business lines in Canada\n<li>Provides customers an expanded product and service offering nationally, extensive banking centre network and common customer experience culture\n<li>Maintains branch footprint and Edmonton-based executive and operational presence\n<li>Combination creates stronger competitor, and provides more choice for Canadians\n<li>Concurrent subscription receipt offering of $1 billion<\/ul>\n<p>National Bank of Canada (\u201cNational Bank\u201d) (TSX: NA) and Canadian Western Bank (\u201cCWB\u201d) (TSX: CWB) today announced they have entered into a definitive agreement (the \u201cAgreement\u201d) for National Bank to acquire CWB, a diversified financial services institution based in Edmonton, Alberta. The transaction brings together two complementary banks with growing businesses, enabling the united bank to enhance services to customers by offering a comprehensive product and service platform at national scale, with a regionally focused service model.<\/p>\n<p>National Bank will acquire all of the issued and outstanding common shares of CWB (the \u201cCWB Shares\u201d) by way of a share exchange (the \u201cTransaction\u201d), valuing CWB at approximately $5.0 billion (the \u201cCWB Equity Value\u201d).<br \/><b>&#8230;<\/b><br \/>Each CWB Share, other than those held by National Bank, will be exchanged for 0.450 of a common share (the \u201cNational Bank Shares\u201d) of National Bank (the \u201cExchange Ratio\u201d). Based on the 20-day volume weighted average trading price of the National Bank Shares on the TSX as of June 11, 2024, the Exchange Ratio values each CWB Share at $52.24, representing a 110% premium to the closing price of the CWB Shares on the TSX of $24.89 as of June 11, 2024, and a 100% premium to the volume weighted average trading price of the CWB Shares over the last 20 days. The National Bank Shares to be issued upon closing of the Transaction will represent a pro forma ownership of approximately 10.5% of National Bank by CWB shareholders, taking into account the Private Placement and the Public Offering (as defined below).<\/p>\n<p>The Transaction is subject to approval of 662\/3% of the votes cast by CWB shareholders at a special meeting of shareholders (the &#8220;Meeting&#8221;) expected to be held in September 2024 to approve an amendment to CWB\u2019s by-laws to provide for the share exchange.<br \/><b>&#8230;<\/b><br \/>Each CWB Share, other than those held by National Bank, will be exchanged for 0.450 of a common share (the \u201cNational Bank Shares\u201d) of National Bank (the \u201cExchange Ratio\u201d). Based on the 20-day volume weighted average trading price of the National Bank Shares on the TSX as of June 11, 2024, the Exchange Ratio values each CWB Share at $52.24, representing a 110% premium to the closing price of the CWB Shares on the TSX of $24.89 as of June 11, 2024, and a 100% premium to the volume weighted average trading price of the CWB Shares over the last 20 days. The National Bank Shares to be issued upon closing of the Transaction will represent a pro forma ownership of approximately 10.5% of National Bank by CWB shareholders, taking into account the Private Placement and the Public Offering (as defined below).<\/p>\n<p>The Transaction is subject to approval of 662\/3% of the votes cast by CWB shareholders at a special meeting of shareholders (the &#8220;Meeting&#8221;) expected to be held in September 2024 to approve an amendment to CWB\u2019s by-laws to provide for the share exchange.<br \/><b>&#8230;<\/b><br \/>ACQUISITION FINANCING<\/p>\n<p>National Bank also announced today that it intends to complete an equity financing in connection with the Transaction. The equity financing is comprised of a public offering (the \u201cPublic Offering\u201d) and concurrent private placement (the \u201cPrivate Placement\u201d) of subscription receipts (the \u201cSubscription Receipts\u201d) for gross proceeds totaling approximately $1.0 billion before giving effect to the Over-Allotment Option and the Additional Subscription Option (as defined below).<\/p>\n<p>Pursuant to the Public Offering, National Bank has agreed to issue and sell 4,453,000 Subscription Receipts at a price of $112.30 for total gross proceeds of approximately $500 million. The Public Offering is being underwritten on a bought-deal basis by a syndicate of underwriters led by National Bank Financial Inc. (\u201cNBF\u201d). National Bank has granted the underwriters an option (the \u201cOver-Allotment Option\u201d) to purchase up to an additional 667,950 Subscription Receipts at the public offering price exercisable up to 30 days after closing of the public offering.<\/p>\n<p>Pursuant to the concurrent Private Placement, National Bank has agreed to issue and sell 4,453,000 Subscription Receipts at the public offering price to Caisse de d\u00e9p\u00f4t et placement du Qu\u00e9bec or an affiliate thereof (\u201cCDPQ\u201d) for gross proceeds of approximately $500 million. All of CDPQ\u2019s Subscription Receipts will be subject to a statutory hold period of four months plus one day from the date of their issuance. CDPQ will have the right to purchase up to an additional 667,950 Subscription Receipts, to maintain its pro-rata ownership and subject to, and in the same proportion as, the Over-Allotment Option being exercised by the underwriters (the \u201cAdditional Subscription Option\u201d).<\/p>\n<p>National Bank intends to use the net proceeds from the equity financing to support strong regulatory capital ratios following the closing of the Transaction, to fund any cash consideration under the terms of the Transaction and to pay the Transaction expenses.<\/p><\/blockquote>\n<p>Affected issues are CWB.PR.B and CWB.PR.D.<\/p>\n<p>Thanks to Assiduous Reader <i>IrateAR<\/i> for <a href=\"https:\/\/prefblog.com\/?p=46906#comment-215167\">bringing this to my attention<\/a>!<\/p>\n","protected":false},"excerpt":{"rendered":"<p>National Bank of Canada has announced: Aligned with National Bank\u2019s strategic plan to accelerate growth across all its business lines in Canada Provides customers an expanded product and service offering nationally, extensive banking centre network &hellip;<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[13],"tags":[],"class_list":["post-46912","post","type-post","status-publish","format-standard","hentry","category-issue-comments"],"_links":{"self":[{"href":"https:\/\/prefblog.com\/index.php?rest_route=\/wp\/v2\/posts\/46912","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/prefblog.com\/index.php?rest_route=\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/prefblog.com\/index.php?rest_route=\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/prefblog.com\/index.php?rest_route=\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/prefblog.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=46912"}],"version-history":[{"count":0,"href":"https:\/\/prefblog.com\/index.php?rest_route=\/wp\/v2\/posts\/46912\/revisions"}],"wp:attachment":[{"href":"https:\/\/prefblog.com\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=46912"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/prefblog.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcategories&post=46912"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/prefblog.com\/index.php?rest_route=%2Fwp%2Fv2%2Ftags&post=46912"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}