National Bank to accelerate domestic growth with the acquisition of Canadian Western Bank

Press Release

June 11, 2024

Not for distribution to U.S. news wire services or for dissemination in the United States

• Aligned with National Bank’s 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 and common customer experience culture
• Maintains branch footprint and Edmonton-based executive and operational presence
• Combination creates stronger competitor, and provides more choice for Canadians
• Concurrent subscription receipt offering of $1 billion

National Bank of Canada (“National Bank”) (TSX: NA) and Canadian Western Bank (“CWB”) (TSX: CWB) today announced they have entered into a definitive agreement (the “Agreement”) 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.

National Bank will acquire all of the issued and outstanding common shares of CWB (the “CWB Shares”) by way of a share exchange (the “Transaction”), valuing CWB at approximately $5.0 billion (the “CWB Equity Value”).

“This transaction is about growth and brings together two great banks with a complementary footprint in personal and commercial banking, and supports our objectives in Western Canada and across the country,” said Laurent Ferreira, President and CEO of National Bank. “CWB has developed an attractive banking franchise with a reputation for exceptional service with deep customer relationships across a number of priority industries and service lines. This combination will provide customers with access to a broader range of services, expertise and products, along with the benefits of supporting technological investment and innovation. When we combine these strengths with our commercial and retail banking offering, leading wealth management and capital markets franchises, we will be able to do more for clients, both existing and new, and unlock significant value creation opportunities. I look forward to joining forces with the CWB team so that together, we deliver a stronger banking choice for all Canadians and Canadian businesses.”

“We are proud to come together with National Bank and are confident that this combination will create incredible value for our clients, teams, communities and our shareholders. Together, we can offer Canadians more choice by combining CWB’s four-decade legacy of serving business owners and their families with National Bank’s scale, complementary market expertise and the technological capabilities necessary to accelerate our growth,” said Chris Fowler, CEO of CWB. “Our two organizations share similar values grounded in an unwavering commitment to our clients, a deep history of entrepreneurship and a commitment to giving back in the communities we serve. We’re excited to build on this legacy together.”

TRANSACTION BENEFITS

• Creating a Canadian banking leader with growth priorities from coast-to-coast – The combination brings together complementary banks with complementary footprints and established positions in Western Canada. The united bank’s growth objectives in the region will be supported by executive and operational leaders based out of Edmonton, Alberta. National Bank will increase banking services across CWB’s existing network. CWB customers will continue to have access to branches in the communities where they typically bank across Canada, as well as additional locations in National Bank’s network. As part of the transaction, National Bank’s board of directors will be strengthened by the addition of two CWB nominees.
• Expanding services for Canadian banking and wealth management customers – With a larger network and the joint resources of both banks, National Bank can increase its banking and wealth management activities, and offer more competitive products and services to provide customers with more options and better value. CWB retail customers will benefit from a larger product offering and digital platform, small business clients can utilize National Bank’s cash and risk management solutions, and commercial clients will benefit from access to National Bank’s leading capital markets franchise. This combination adds more full-service choice to Canadian businesses and individual customers across Canada.
• Investing in the future of the Western Canadian economy – National Bank has a strong track record of investing in both the Alberta and Western Canadian economies, with leading franchises in energy, agriculture, and affordable housing lending, as well as a top position in renewables. Today, Alberta and British Columbia represent approximately 24% of National Bank’s assets under administration, including managing more than $24 billion in client assets, and more than $25 billion in authorized credit for Western Canadian businesses. Western Canada is already a priority growth market for National Bank and the combination with CWB’s small and mid-market business and exposure in growing sectors such as equipment finance will contribute to National Bank becoming an even more valuable partner to Canadian banking and wealth management customers.
• Deepening commitments to communities – National Bank takes pride in its active participation in the communities where it operates. For example, in 2023 National Bank partnered with local tech accelerators to establish the National Bank Investor Hub to improve connections between investors and Calgary technology startups, and 2024 will mark the fifth year of the National Bank Challenger in Calgary, one of the largest international tennis tournaments in Canada. Through this combination, National Bank will add to its existing national investments and expand its support to western communities by doubling CWB’s community investment program to more than $3 million annually. Building on CWB’s longstanding relationships, the combined bank will increase its support to Indigenous communities across its banking, wealth management and capital markets franchises.
• Welcoming new and diverse talent to the National Bank family – National Bank’s tools and investments in innovation will provide exciting and rewarding career opportunities for CWB team members as both organizations come together in serving clients coast-to-coast in a unified way. In addition to benefiting from strong regional leadership across corporate and client-facing functions in Alberta, the united bank will grow in areas such as customer experience and services.

TRANSACTION DETAILS

With $37 billion in loans, CWB is a full-service bank in Canada focused on servicing businesses, their owners and their families, offering services in business and personal banking, equipment financing, trust services and wealth management through its 39 branches located across Western Canada and Ontario. CWB will increase National Bank’s commercial banking portfolio by approximately 52%, adding domestic earning power and enhancing loan and revenue diversification.

The Transaction is expected to be accretive to adjusted EPS on run-rate cost and funding synergies. National Bank has identified $270 million of pre-tax annual cost and funding synergies, with upside from revenue opportunities. National Bank expects to maintain a CET1 ratio above 12.75% at close.

Each CWB Share, other than those held by National Bank, will be exchanged for 0.450 of a common share (the “National Bank Shares”) of National Bank (the “Exchange Ratio”). 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).

The Transaction is subject to approval of 662/3% of the votes cast by CWB shareholders at a special meeting of shareholders (the “Meeting”) expected to be held in September 2024 to approve an amendment to CWB’s by-laws to provide for the share exchange. The Agreement contains customary non-solicitation covenants on the part of CWB, subject to customary “fiduciary out” provisions, as well as “right to match” provisions in favour of National Bank. A termination fee equivalent to 4% of the CWB Equity Value would be payable by CWB to National Bank in certain circumstances, including in the context of a superior proposal supported by CWB’s board of directors. A reverse termination fee equivalent to 4% of the CWB Equity Value would be payable by National Bank to CWB in certain circumstances where key regulatory approvals are not obtained prior to the outside date.

The CWB board has evaluated the Agreement with CWB’s management and legal and financial advisors and has unanimously determined that the Transaction is in the best interests of CWB and is fair to the CWB shareholders. All directors and executives of CWB have entered into support and voting agreements pursuant to which they have agreed to vote their CWB Shares in favour of the Transaction, subject to certain conditions.

In connection with their review and consideration of the Transaction, the CWB board engaged J.P. Morgan as its exclusive financial advisor. J.P. Morgan provided an opinion to the CWB board that, subject to the assumptions, limitations and qualifications set out in its opinion, as of June 11, 2024 the Exchange Ratio in the proposed Transaction is fair, from a financial point of view, to holders of CWB Shares.

The board of directors of National Bank has evaluated the Agreement with National Bank’s management and legal and financial advisors and has unanimously determined that the Transaction is in the best interests of National Bank. National Bank shareholder approval is not required in connection with the Transaction.

The Transaction is expected to close by the end of 2025, subject to approval by CWB shareholders and receipt of required regulatory approvals. The Transaction is not subject to any financing condition.

Additional details regarding the Transaction will be set out in CWB’s management information circular to be prepared and made available to the CWB shareholders in advance of the Meeting. Copies of the Agreement and the circular will be available on SEDAR+ at www.sedarplus.ca and on the CWB website at www.cwb.com.

ACQUISITION FINANCING

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 “Public Offering”) and concurrent private placement (the “Private Placement”) of subscription receipts (the “Subscription Receipts”) for gross proceeds totaling approximately $1.0 billion before giving effect to the Over-Allotment Option and the Additional Subscription Option (as defined below).

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. (“NBF”). National Bank has granted the underwriters an option (the “Over-Allotment Option”) 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.

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 dépôt et placement du Québec or an affiliate thereof (“CDPQ”) for gross proceeds of approximately $500 million. All of CDPQ’s 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 “Additional Subscription Option”).

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.

The Subscription Receipts to be issued pursuant to the Public Offering and the Over-Allotment Option will be offered in all provinces and territories of Canada by way of a prospectus supplement to the short form base shelf prospectus of National Bank dated August 22, 2022. The Subscription Receipts to be issued pursuant to the Public Offering will also be offered in the United States concurrently to “qualified institutional buyers” in reliance upon the exemption from registration provided by Rule 144A under the U.S. Securities Act of 1933 (the “U.S. Securities Act”).

The issuance of the Subscription Receipts under the Public Offering and the Private Placement is subject to the approval of the TSX.

It is expected that the closing of the Private Placement will occur concurrently with the closing of the Public Offering. However, the Private Placement is not conditional upon the completion of the Public Offering, and the Public Offering is not conditional upon the completion of the Private Placement. Closing of both offerings is expected to occur on or about June 17, 2024.

No securities regulatory authority has either approved or disapproved the contents of this press release. The Subscription Receipts to be issued as part of the Public Offering have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws. Accordingly, the Subscription Receipts may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Subscription Receipts in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ADVISORS

NBF is acting as lead financial advisor to National Bank in connection with the Transaction. McCarthy Tétrault LLP and Mayer Brown LLP are acting as legal advisors to National Bank. Jefferies Securities, Inc. provided a fairness opinion to the board of National Bank. J.P. Morgan is acting as exclusive financial advisor to CWB and is providing a fairness opinion to the board of directors of CWB. Torys LLP is acting as legal advisor to CWB. Fasken Martineau DuMoulin LLP is acting as legal advisor to CDPQ.

CONFERENCE CALL

• National Bank will host a conference call on June 11, 2024 at 16:45 EDT.
• All participants may access the call listen-mode only by dialing 1-800-806-5484 or 416-340-2217. The access code is 8107433#.
• A recording of the conference call can be heard until September 5, 2024 by dialing 1-800-408-3053 or 905-694-9451. The access code is 2139106#.

INVESTOR PRESENTATION

An investor presentation is available at https://www.nbc.ca/about-us/investors.html.

About National Bank
With $442 billion in assets as at April 30, 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.

About CWB
CWB is the only full-service bank in Canada with a strategic focus to meet the unique financial needs of businesses and their owners. CWB provides its nation-wide clients with full-service business and personal banking, specialized financing, comprehensive wealth management offerings, and trust services. Clients choose CWB for a differentiated level of service through specialized expertise, customized solutions, and faster response times relative to the competition. CWB people take the time to understand its clients and their business, and work as a united team to provide holistic solutions and advice.

As a public company on the TSX, CWB trades under the symbols “CWB” (common shares), “CWB.PR.B” (Series 5 preferred shares) and “CWB.PR.D” (Series 9 preferred shares). CWB is firmly committed to the responsible creation of value for all its stakeholders and its approach to sustainability will support its continued success. Learn more at www.cwb.com.

Information:

Marianne Ratté

Vice-President and Head, Investor Relations
National Bank

1-866-517-5455
investorrelations@nbc.ca

Debby Cordeiro

Senior Vice-President, Communications, Marketing, ESG
National Bank

514-412-0538
ap@bnc.ca

Chris Williams

AVP, Investor Relations
Canadian Western Bank

780-508-8229
chris.williams@cwbank.com

Angela Saveraux

SAVP, Marketing and Public Relations
Canadian Western Bank

780-722-3578
angela.saveraux@cwbank.com

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