M&A - NATIONAL BANK OF CANADA /FI/

Form Type: 425

Filing Date: 2025-02-20

Corporate Action: Merger

Type: New

Accession Number: 000121390025015614

Filing Summary: On February 20, 2025, National Bank of Canada announced the completion of the reorganization of Canadian Western Bank’s tier 1 capital. The reorganization involved exchanging all issued and outstanding First Preferred Shares of Canadian Western Bank for new First Preferred Shares of National Bank on a one-for-one basis. These new shares maintain similar rights, privileges, restrictions, and conditions as the previous ones. Furthermore, Limited Recourse Capital Notes of Canadian Western Bank were redeemed in accordance with their terms. As of February 20, 2025, the new National Bank First Preferred Shares will begin trading on the Toronto Stock Exchange, while the Canadian Western Bank's shares will be delisted. Additionally, on March 1, 2025, National Bank and Canadian Western Bank are set to amalgamate under the name National Bank of Canada, assuming all obligations of Canadian Western Bank.

Form Type: 425

Filing Date: 2025-02-04

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025009907

Filing Summary: On February 3, 2025, National Bank of Canada announced the completion of its acquisition of all common shares of Canadian Western Bank (CWB) which was executed via a share exchange. Each common share of CWB, not held by National Bank, was exchanged for 0.45 common share of National Bank. The agreement for this transaction was signed on June 11, 2024. Following the acquisition, two nominees from CWB were appointed to National Bank's board of directors. The acquisition led to the issuance of 9,262,500 common shares of National Bank through the automatic exchange of subscription receipts that were issued as part of the transaction. Additionally, CWB plans to implement amendments related to its First Preferred Shares and Limited Recourse Capital Notes on February 4, 2025, allowing for significant financial restructuring, which includes exchanging certain CWB preferred shares for equivalent National Bank preferred shares and redeeming outstanding CWB Limited Recourse Capital Notes. An amalgamation between National Bank and CWB is anticipated to occur on March 1, 2025, post the execution of these corporate actions.

Form Type: 425

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025009525

Filing Summary: On February 3, 2025, National Bank of Canada announced the completion of its acquisition of Canadian Western Bank through a share exchange. Each common share of CWB, except those held by National Bank, was exchanged for 0.450 common shares of National Bank, reflecting an equity consideration of $5.3 billion. Following the transaction, subscription receipts worth $1.04 billion were issued, and the common shares of National Bank related to these receipts were automatically issued. The acquisition will lead to the delisting of CWB shares from the Toronto Stock Exchange starting February 4, 2025. The transaction is viewed as a pivotal step for National Bank, enhancing its national banking presence and service offerings. Coalescing the strengths of both organizations, integration activities are set to commence shortly, with plans for amalgamation scheduled for March 1, 2025. Appointments to the National Bank's Board of Directors include CWB nominees Sarah Morgan-Silvester and Irfhan Rawji, while CWB's CEO Chris Fowler will retire on March 1, 2025, remaining as Executive Advisor until late April.