TORONTO, Aug. 12,
2024 /PRNewswire/ - Scotiabank announced today that
it has entered into an agreement to acquire an approximate 14.9%
pro-forma ownership stake in KeyCorp through an issuance of common
shares at a price of $17.17 per
share, representing an 11% premium to the volume weighted average
price for the last 20 trading days. The total cash consideration is
approximately US$2.8 billion (the
"Investment").
KeyCorp is a premier U.S. based financial services company
operating across 15 states, with US$187
billion in assets and approximately 1,000 branches offering
commercial and retail banking and investment advice and
services.
The Investment will be completed in two stages—an initial
investment of 4.9% (the "Initial Investment") and an additional
investment of approximately 10% (the "Additional Investment"), for
a total pro forma ownership of approximately 14.9%. The Investment
is expected to be accretive to earnings per share in the first full
year following closing of the Additional Investment.
"This strategic investment in KeyCorp, a premier bank in the
U.S., significantly increases the capital deployed to our
identified priority markets," said Scott
Thomson, President and CEO of Scotiabank. "We believe that
this transaction provides attractive near-term returns to our
shareholders and creates future optionality for Scotiabank in the
North American corridor, given our unique position as the only
Canadian bank with a presence across Canada, the U.S., and Mexico. We look forward to exploring mutually
beneficial strategic opportunities in the future."
Scotiabank is one of the top 10 foreign banking organizations in
the U.S., with a well-established Global Banking and Markets
("GBM") business. KeyCorp operates a complementary and attractive
U.S. business focused on commercial clients.
Transaction Highlights:
Subject to clearances and regulatory approvals, the Initial
Investment of 4.9% is expected to close in the fourth quarter of
fiscal 2024, and the Additional Investment of approximately 10%
(for a total pro-forma ownership of approximately 14.9%) is
expected to close in fiscal 2025.
Upon completion of the Additional Investment, Scotiabank will
have the right to designate two individuals to serve on KeyCorp's
Board of Directors; one senior officer of Scotiabank and one third
party director designated by Scotiabank and reasonably acceptable
to KeyCorp.
The Initial Investment will be recorded as an equity investment
at fair value, with subsequent mark to market changes through other
comprehensive income. On completion of the Additional Investment,
the approximately 14.9% ownership will be classified as an
investment in associate for accounting purposes.
The CET1 ratio impact at closing of the Initial Investment is
estimated to be approximately 10 basis points and is estimated to
be a further 40 to 45 basis points at the closing of the Additional
Investment.
At this time, and until such time the Bank elects otherwise, the
Bank intends to suspend the discount on its Shareholder Dividend
and Share Purchase Plan effective for dividends to be declared
subsequent to the declaration expected on August 27, 2024. Consequently, this will be the
last dividend that will be eligible to participate in the
discount.
Conference Call
Scotiabank will host a conference call
on August 12, 2024, at 9:00 a.m. ET. The call will end promptly at
9:30 a.m. ET. Interested parties are
invited to access the call live:
- Via telephone, in listen-only mode, at 416-641-6104 or
1-800-952-5114 (North America
toll-free) using access code 3001700#. Please call shortly before
9:00 a.m. ET.
- On the Investor Relations page at
www.scotiabank.com/investorrelations.
A telephone replay will be available between Monday, August 12 to Thursday, September 12, 2024, by calling
905-694-9451 or 1-800-408-3053 (North
America toll-free). The access code is 6399605#.
The archived webcast will be available on the Investor Relations
page at www.scotiabank.com/investorrelations following the
call.
Advisors
Bank of America and Scotiabank are serving as
financial advisors, and Cravath, Swaine & Moore LLP is serving
as legal counsel to Scotiabank.
About Scotiabank
Scotiabank's vision is to be our
clients' most trusted financial partner, to deliver sustainable,
profitable growth and maximize total shareholder return. Guided by
our purpose: "for every future," we help our clients, their
families and their communities achieve success through a broad
range of advice, products and services, including personal and
commercial banking, wealth management and private banking,
corporate and investment banking, and capital markets. With assets
of approximately $1.4 trillion (as of April 30,
2024), Scotiabank trades on the Toronto Stock Exchange (TSX: BNS)
and New York Stock Exchange (NYSE: BNS). For more information,
please visit www.scotiabank.com and follow us on X
@Scotiabank.
About KeyCorp
KeyCorp's roots trace back nearly 200
years to Albany, New York.
Headquartered in Cleveland, Ohio,
Key is one of the nation's largest bank-based financial services
companies, with assets of approximately US$187 billion at June 30,
2024.
Key provides deposit, lending, cash management, and investment
services to individuals and businesses in 15 states under the name
KeyBank National Association through a network of approximately
1,000 branches and approximately 1,200 ATMs. Key also provides a
broad range of sophisticated corporate and investment banking
products, such as merger and acquisition advice, public and private
debt and equity, syndications and derivatives to middle market
companies in selected industries throughout the United States under the KeyBanc Capital
Markets trade name. For more information,
visit https://www.key.com/. KeyBank Member FDIC.
Forward-Looking Statements
From time to time, our
public communications include oral or written forward-looking
statements. Statements of this type are included in this document
and may be included in other filings with Canadian securities
regulators or the U.S. Securities and Exchange Commission
(SEC), or in other communications. In addition, representatives of
the Bank may include forward-looking statements orally to analysts,
investors, the media and others. All such statements are made
pursuant to the "safe harbor" provisions of the U.S. Private
Securities Litigation Reform Act of 1995 and any applicable
Canadian securities legislation. Forward-looking statements may
include, but are not limited to, statements made in this document,
the Management's Discussion and Analysis in the Bank's 2023 Annual
Report under the headings "Outlook" and in other statements
regarding the Bank's objectives, strategies to achieve those
objectives, the regulatory environment in which the Bank operates,
anticipated financial results, and the outlook for the Bank's
businesses and for the Canadian, U.S. and global economies. Such
statements are typically identified by words or phrases such as
"believe," "expect," "aim," "achieve," "foresee," "forecast,"
"anticipate," "intend," "estimate," "plan," "goal," "strive,"
"target," "project," "commit," "objective," and similar expressions
of future or conditional verbs, such as "will," "may," "should,"
"would," "might," "can" and "could" and positive and negative
variations thereof.
By their very nature, forward-looking statements require us to
make assumptions and are subject to inherent risks and
uncertainties, which give rise to the possibility that our
predictions, forecasts, projections, expectations or conclusions
will not prove to be accurate, that our assumptions may not be
correct and that our financial performance objectives, vision and
strategic goals will not be achieved.
We caution readers not to place undue reliance on these
statements as a number of risk factors, many of which are beyond
our control and effects of which can be difficult to predict, could
cause our actual results to differ materially from the
expectations, targets, estimates or intentions expressed in such
forward-looking statements.
The future outcomes that relate to forward-looking statements
may be influenced by many factors, including but not limited to:
general economic and market conditions in the countries in which we
operate and globally; changes in currency and interest rates;
increased funding costs and market volatility due to market
illiquidity and competition for funding; the failure of third
parties to comply with their obligations to the Bank and its
affiliates; changes in monetary, fiscal, or economic policy and tax
legislation and interpretation; changes in laws and regulations or
in supervisory expectations or requirements, including capital,
interest rate and liquidity requirements and guidance, and the
effect of such changes on funding costs; geopolitical risk; changes
to our credit ratings; the possible effects on our business of war
or terrorist actions and unforeseen consequences arising from such
actions; technological changes and technology resiliency;
operational and infrastructure risks; reputational risks; the
accuracy and completeness of information the Bank receives on
customers and counterparties; the timely development and
introduction of new products and services, and the extent to which
products or services previously sold by the Bank require the Bank
to incur liabilities or absorb losses not contemplated at their
origination; our ability to execute our strategic plans, including
the successful completion of acquisitions and dispositions,
including obtaining regulatory approvals; critical accounting
estimates and the effect of changes to accounting standards, rules
and interpretations on these estimates; global capital markets
activity; the Bank's ability to attract, develop and retain key
executives; the evolution of various types of fraud or
other criminal behaviour to which the Bank is exposed; anti-money
laundering; disruptions or attacks (including cyberattacks) on the
Bank's information technology, internet connectivity, network
accessibility, or other voice or data communications systems or
services; which may result in data breaches, unauthorized access to
sensitive information, and potential incidents of identity theft;
increased competition in the geographic and in business areas in
which we operate, including through internet and mobile banking and
non-traditional competitors; exposure related to significant
litigation and regulatory matters; climate change and other
environmental and social risks, including sustainability that may
arise, including from the Bank's business activities; the
occurrence of natural and unnatural catastrophic events and claims
resulting from such events; inflationary pressures; Canadian
housing and household indebtedness; the emergence or continuation
of widespread health emergencies or pandemics, including their
impact on the global economy, financial market conditions and the
Bank's business, results of operations, financial condition and
prospects; and the Bank's anticipation of and success in managing
the risks implied by the foregoing. A substantial amount of the
Bank's business involves making loans or otherwise committing
resources to specific companies, industries or countries.
Unforeseen events affecting such borrowers, industries or countries
could have a material adverse effect on the Bank's financial
results, businesses, financial condition or liquidity. These and
other factors may cause the Bank's actual performance to differ
materially from that contemplated by forward-looking statements.
The Bank cautions that the preceding list is not exhaustive of all
possible risk factors and other factors could also adversely affect
the Bank's results, for more information, please see the "Risk
Management" section of the Bank's 2023 Annual Report, as may be
updated by quarterly reports.
Material economic assumptions underlying the forward-looking
statements contained in this document are set out in the 2023
Annual Report under the headings "Outlook", as updated by quarterly
reports. The "Outlook" and "2024 Priorities" sections are based on
the Bank's views and the actual outcome is uncertain. Readers
should consider the above-noted factors when reviewing these
sections. When relying on forward-looking statements to make
decisions with respect to the Bank and its securities, investors
and others should carefully consider the preceding factors, other
uncertainties and potential events.
Any forward-looking statements contained in this document
represent the views of management only as of the date hereof and
are presented for the purpose of assisting the Bank's shareholders
and analysts in understanding the Bank's financial position,
objectives and priorities, and anticipated financial performance as
at and for the periods ended on the dates presented and may not be
appropriate for other purposes. Except as required by law, the Bank
does not undertake to update any forward-looking statements,
whether written or oral, that may be made from time to time by or
on its behalf.
Additional information relating to the Bank, including the
Bank's Annual Information Form, can be located on the SEDAR+
website at www.sedarplus.ca and on the EDGAR section of the SEC's
website at www.sec.gov.
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SOURCE Scotiabank