FIERA CAPITAL’S PREMIER INDEPENDENT CANADIAN
DISTRIBUTION PLATFORM TO BE ENHANCED WITH ACCESS TO NATIXIS’ GLOBAL
ACTIVE INVESTMENT STRATEGIES
- Long-term agreement establishes Fiera
Capital as Natixis’ preferred distributor in Canada
- Natixis to acquire an 11.0% stake in
Fiera Capital for C$128.16 million
- Fiera Capital intends to repurchase for
cancellation 2.45 million Fiera Class A Shares from National Bank
of Canada
- Natixis Investment Managers CEO Jean
Raby to join Board of Fiera Capital
Fiera Capital Corporation (“Fiera Capital”) (TSX: FSZ) and
Natixis Investment Managers (“Natixis”) today announced they have
entered into a long-term strategic partnership that will establish
Fiera Capital as Natixis’ preferred Canadian distribution platform,
giving Fiera Capital’s clients access to Natixis’ wide range of
highly active investment strategies. As part of the agreement,
Natixis has strengthened its commitment to the Canadian market
through the acquisition of an 11.0% stake in Fiera Capital (limited
impact on Natixis’ CET1 ratio), and Natixis Investment Managers’
CEO, Jean Raby, will join Fiera Capital’s board of directors.
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The partnership between Fiera Capital and Natixis includes:
- the acquisition by Natixis of a total
of 10.68 million Class A subordinate voting shares of Fiera Capital
(the “Fiera Class A Shares”) from a wholly-owned subsidiary of
National Bank of Canada (“NBC”), and DJM Capital, an entity
controlled by Jean-Guy Desjardins (“DJM Capital”), for a total
consideration of C$128.16 million (“Natixis Share
Acquisition”);
- a long-term distribution agreement
under the terms of which Fiera Capital will become Natixis’
preferred Canadian distributor for its investment strategies and
products, and Natixis is able to offer its international clients
complementary Fiera Capital investment strategies through its
Dynamic Solutions platform;
- a purchase agreement pursuant to which
Fiera Capital will acquire Natixis’ Canadian operations (the
“Natixis Canada Transaction”).
Fiera Capital also intends to repurchase for cancellation 2.45
million Fiera Class A Shares from a wholly-owned subsidiary of NBC
for a total consideration of C$29.40 million (the “Share
Repurchase”).
Closing and settlement of the Natixis Share Acquisition and of
the Share Repurchase is expected to occur concurrently on May 9,
2019.
“This partnership with Natixis will further strengthen Fiera
Capital’s global leadership position as we continue to execute on
our 2022 strategic plan to become one of the top 100 asset managers
in the world,” said Jean-Guy Desjardins, Chairman and CEO, Fiera
Capital. “We are excited to offer Natixis’ highly rated active
global investment strategies to our Canadian client base and to
establish a long-term partnership with a global player with C$1.2
trillion AUM and a presence in 38 countries.”
“We are pleased to expand our commitment to the Canadian market
by establishing this long-term partnership with one of its premier
asset managers, Fiera Capital,” said Jean Raby, CEO of Natixis
Investment Managers. “Fiera Capital has an experienced team, a
strong track record and a leading distribution network in Canada,
and this partnership will enable both firms to better serve our
clients by offering a broader range of active investment
strategies.”
“Our relationship with Fiera remains strong, and Fiera continues
to be a key provider of asset management services to us. We
recently agreed to extend that relationship for a further
three-year period. We look forward to continuing to work with their
management team,” said Louis Vachon, CEO, National Bank of
Canada.
“The long-term distribution agreement with Natixis marks a major
milestone for Fiera Capital and is a testament to our leadership in
Canada and our growing presence worldwide. Furthermore, our
distribution agreement will provide Fiera Capital clients with an
expanded suite of investment strategies and offers the potential
for international growth through Natixis’ Dynamic Solutions
offering,” said Vincent Duhamel, Global President and COO, Fiera
Capital.
Natixis Share Acquisition and Share Repurchase
Details
Under the terms of a share purchase agreement entered into
between, among others, Natixis Investment Managers Canada Holdings
Ltd. (“Natixis Canada Holdings”) (a wholly-owned Canadian
subsidiary of Natixis), NBC, DJM Capital and Fiera Capital, Natixis
will acquire, through Natixis Canada Holdings, 8.23 million Fiera
Class A Shares from a wholly-owned subsidiary of NBC and 2.45
million Fiera Class A Shares from DJM Capital, totalling 10.68
million Fiera Class A Shares and representing, upon completion of
the Share Repurchase, 13.7% of the total issued and outstanding
Fiera Class A Shares and 11.0% of the total issued and outstanding
shares of Fiera Capital at a purchase price equal to C$12.00 per
share (the “Investment Price”) for a total consideration of
C$128.16 million. Natixis will not directly or indirectly hold any
shares of Fiera Capital immediately prior to the completion of the
Natixis Share Acquisition.
Fiera Capital also intends to repurchase for cancellation 2.45
million Fiera Class A Shares from a wholly-owned subsidiary NBC at
a per share price equal to the Investment Price for a total
consideration of C$29.40 million. The Investment Price
represents a discount of 1.0% to the closing price of the Fiera
Class A Shares on the Toronto Stock Exchange on May 8, 2019. A
favourable decision was obtained from the Autorité des marchés
financiers to exempt Fiera from the issuer bid requirements of
securities laws applicable to the Share Repurchase.
Upon completion of the Natixis Share Acquisition and the Share
Repurchase, NBC will own 6,903,484 Fiera Class A Shares and DJM
Capital will own 288,206 Fiera Class A Shares, representing 8.9%
and 0.4%, respectively, of the total issued and outstanding Fiera
Class A Shares, and 7.1% and 0.3%, respectively, of all issued and
outstanding Fiera Capital shares. After completion of the Share
Repurchase, Fiera Capital will have 77,976,287 Fiera Class A Shares
and 19,412,401 Class B special voting shares (the “Fiera Class B
Shares”) issued and outstanding.
Distribution Agreement Details
The Distribution Agreement will have a term of five years, with
an initial renewal term of three years and subsequent annual
renewal terms thereafter. Under the terms of the Distribution
Agreement, Fiera Capital will distribute Natixis investment
strategies to Canadian institutional, private wealth and retail
clients, and Natixis will offer complementary Fiera Capital
investment strategies, such as their suite of private market
alternative investment strategies, in international markets through
its Dynamic Solutions group as warranted. Natixis affiliates may
retain direct client distribution rights.
Natixis Canada Transaction Details
Fiera Capital will acquire Natixis’ Canadian operations and
funds, as well as enhance the range of strategies it distributes by
adding Fiera Capital’s public and private investment solutions to
this established client network. Natixis’ Canadian operations are
based in Toronto and have approximately C$1.8 billion in AUM.
The manager of the funds will continue to operate as a distinct
legal entity with the existing senior management team intact. There
are no immediate plans to change the investment objectives of the
funds, increase the management fees or operating expenses paid by
the funds or change the role of the manager as manager of the
funds.
The Natixis Canada Transaction, which is expected to close in
the third quarter of 2019, is subject to customary conditions,
including applicable regulatory approvals.
Natixis Board Representation
Natixis, through Natixis Canada Holdings, entered into an
Investor Rights Agreement with Fiera Capital entitling Natixis to
propose one director for election to Fiera Capital’s Board of
Directors (the “Natixis Nominee”), subject to Fiera Capital’s
consent. In order to accommodate such appointment, Martin Gagnon
has resigned, effective upon completion of the Natixis Share
Acquisition and the Share Repurchase, from the Board of Directors
of Fiera Capital and Jean Raby, CEO of Natixis Investment Managers,
will be appointed to fill the vacancy. It is also expected that Mr.
Raby will be a candidate for election at Fiera Capital’s upcoming
annual shareholders’ meeting to be held on May 30, 2019. In
addition, under the terms of the Investor Rights Agreement, Natixis
was granted certain anti-dilution rights allowing it to maintain
its ownership interest in Fiera Capital. The Investor Rights
Agreement shall be effective so long as Natixis holds at least 9.5%
of the outstanding shares of Fiera Capital (on a non-diluted basis
and adjusted downward to take into account certain dilutive
events).
Voting Arrangements, Sale Rights; Call Option Agreement and
Early Warning Disclosure
Natixis (through Natixis Canada Holdings) and Jean-Guy
Desjardins have agreed that, in the event that the Fiera Class B
Shares are converted into Fiera Class A Shares or otherwise lose
their entitlement to elect two-thirds of the directors of Fiera
Capital, Natixis shall vote in favour of the election of the slate
of directors proposed by management of Fiera Capital and Jean-Guy
Desjardins shall vote, and cause his affiliates (including Fiera
Capital L.P.) to vote, in favour of the election of the Natixis
Nominee.
In addition, Jean-Guy Desjardins was granted the right to
require Natixis to buy up to a maximum of 4.8 million Fiera Class A
Shares (or equivalent units of Fiera Capital L.P.) held, directly
or indirectly, by Jean-Guy Desjardins or entities controlled
directly or indirectly by him, including DJM Capital, exercisable
in up to two tranches subject to satisfaction of the terms and
conditions of a Voting Arrangements/Put Option Agreement (the “Put
Options”). The Put Options will be exercisable based on the market
price (as such term is defined in section 1.11 of National
Instrument 62-104 - Take-Over Bids and Issuer Bids) when the Put
Options are exercised. The grant and exercise of the Put Options is
exempted from applicable take-over bid requirements under the
private agreement exemption.
Natixis, through Natixis Canada Holdings, also granted an option
(the “Call Option”) to Fiera Capital L.P. entitling Fiera Capital
L.P. to purchase Natixis’ Fiera Class A Shares at their market
value at the time of exercise of such option in consideration for
units of Fiera Capital L.P. Such purchase would not be subject to
or be exempted from applicable take-over bid requirements under the
private agreement exemption. Fiera Capital L.P. currently holds
6,275,288 Fiera Class A Shares and 19,412,401 Fiera Class B Shares,
representing, in the aggregate and after completion of the Share
Repurchase, 26.4% of all issued and outstanding shares of Fiera
Capital. Fiera Capital L.P. will be entitled to and intends to
exercise the option if its ownership interest in Fiera Capital
decreases to under 20%. Assuming full exercise of the option on the
date hereof, Fiera Capital L.P. would hold 16,955,288 Fiera Class A
Shares and 19,412,401 Fiera Class B Shares, representing, in the
aggregate and after completion of the Share Repurchase, 37.3% of
all issued and outstanding shares of Fiera Capital. Mr. Desjardins
indirectly controls Fiera Holdings Inc., the sole general partner
of Fiera Capital L.P. Fiera Holdings Inc., as general partner of
Fiera Capital L.P., determines how the shares of Fiera Capital held
by Fiera Capital L.P. are voted.
Following completion of the Natixis Share Acquisition and Share
Repurchase, Mr. Desjardins will indirectly beneficially own 230,565
Fiera Class A Shares and 7,195,714 Fiera Class B Shares,
representing, in the aggregate, 7.6% of all issued and outstanding
shares of Fiera Capital. The Fiera Class A Shares and Fiera Class B
Shares owned or beneficially owned by Mr. Desjardins, or the
persons considered to act as joint actors with respect to Mr.
Desjardins, are held for investment purposes, and Mr. Desjardins
and such joint actors intend to review on a continuing basis their
investment in Fiera Capital. Mr. Desjardins and any joint actor in
relation thereto, may, depending on market and other conditions,
increase or decrease their beneficial ownership, control or
direction over securities of Fiera Capital through market
transactions, private agreements, public offerings or otherwise.
Mr. Desjardins and/or any joint actors however may at any time and
from time to time, review or reconsider and change their position
and/or change their purpose and/or develop such plans or future
intentions with respect to the business and affairs of Fiera
Capital.
An early warning report with additional information in respect
of the aforesaid Natixis Share Acquisition, Share Repurchase and
Call Option will be filed and made available on SEDAR at
www.sedar.com under Fiera Capital's issuer profile. In order to
obtain a copy of the early warning report, you may also contact Ms.
Violaine Des Roches, Senior Vice President, Chief Legal and Chief
Compliance Officer and Corporate Secretary at Fiera Capital, at
telephone number: (514) 954-3750. Fiera Capital's head office and
the address of Fiera Capital L.P. and of Jean-Guy Desjardin's for
these purposes is 1501 McGill College, Suite 800, Montreal, Quebec
H3A 3M8. Natixis Investment Managers, a French société anonyme, has
its head office located at 43 Avenue Pierre Mendès-France, 75013
Paris, France. Natixis Canada Holdings, a Quebec incorporated
corporation, an indirect subsidiary wholly-owned by Natixis, has
its head office located at the offices of Norton Rose Fulbright
Canada LLP at 1 Place Ville Marie, Suite 2500, Montreal, Quebec H3B
1R1.
RBC Capital Markets served as exclusive financial advisor to
Natixis, and GMP Securities served as exclusive financial advisor
to Fiera Capital.
Forward-Looking Information
This announcement contains forward-looking statements. These
statements relate to future events and reflect management's
expectations or beliefs regarding such future events, based on
information currently available to management of Fiera Capital and
Natixis. In some cases, forward-looking statements can be
identified by terminology such as "may", "will", "plans",
"believes", "expects", "aims", "intends", "anticipates",
"estimates", "projects" or words or terms of similar substance or
the negative thereof.
Forward-looking statements in this news release include, but are
not limited to, statements made with respect to the completion of
the Natxis Share Acquisition and the resulting ownership of shares
in the capital of Fiera Capital by Natixis, the completion of the
Share Repurchase, NBC and DJM Capital’s expected ownership of
shares in the capital of Fiera Capital upon completion of the
Natixis Share Acquisition and the Share Repurchase, the issued and
outstanding shares in the capital of Fiera Capital upon completion
of the Natixis Share Acquisition and the Share Repurchase, the
entering into the Distribution Agreement, the closing of the
Natixis Canada Transaction, Fiera Capital L.P.’s expected ownership
of shares in the capital of Fiera Capital upon exercise of the Call
Option, Mr. Desjardins’ ownership of shares in the capital of Fiera
Capital as a result of the completion of the Natixis Share
Acquisition and Share Repurchase. The forward-looking statements
are based on estimates and assumptions made by the management of
Fiera Capital and Natixis as at the date the statements are
made.
Other assumptions upon which the forward-looking statements are
based, include assumptions regarding the satisfaction of all
closing conditions in the share purchase agreement pertaining to
the Natixis Canada Transaction, the completion of the Natixis Share
Acquisition and the Share Repurchase as expected, the accuracy of
all records relating to Fiera Capital’s share capital.
By their very nature, forward-looking statements involve
inherent risks and uncertainties, both general and specific, and a
number of factors could cause actual events or results to differ
materially from the results discussed in the forward-looking
statements. In evaluating these statements, readers should
specifically consider various factors that may cause actual results
to differ materially from any forward-looking statement. These
factors include, but are not limited to, market and general
economic conditions, the nature of the financial services industry,
the failure to satisfy all closing conditions in the share purchase
agreement pertaining to the Natixis Canada Transaction including
the failure to receive required regulatory approvals or third party
consents and the risks and uncertainties detailed from time to time
in Fiera Capital's interim and annual consolidated financial
statements and its Annual Report and Annual Information Form filed
on www.sedar.com. These forward-looking statements are made as of
the date of this document and neither Fiera Capital or Natixis
assume any obligation to update or revise them to reflect new
events or circumstances. Each of Fiera Capital and Natixis are
responsible only for the disclosure herein relating to their
respective affairs and neither Fiera Capital or Natixis assumes any
liability for disclosure relating to the other party.
About Fiera Capital Corporation
Fiera Capital is a leading independent asset management firm
with approximately C$144.9 billion in assets under management as of
March 31, 2019. The Firm provides institutional, retail and private
wealth clients with access to full-service integrated money
management solutions across traditional and alternative asset
classes. Clients and their portfolios derive benefit from Fiera
Capital’s depth of expertise, diversified offerings and outstanding
service. Fiera Capital trades under the ticker FSZ on the Toronto
Stock Exchange. www.fieracapital.com
In the U.S., asset management services are provided by the
Firm’s U.S. affiliates who are investment advisers that are
registered with the U.S. Securities and Exchange Commission (SEC).
Registration with the SEC does not imply a certain level of skill
or training.
Additional information about Fiera Capital Corporation,
including the Firm's annual information form, is available on SEDAR
at www.sedar.com.
About Natixis Investment Managers
Natixis Investment Managers serves financial professionals with
more insightful ways to construct portfolios. Powered by the
expertise of 24 specialized investment managers globally, we apply
Active Thinking® to deliver proactive solutions that help clients
pursue better outcomes in all markets. Natixis ranks among the
world’s largest asset management firms1 (US$924.5 billion/€808.6
billion AUM2). Headquartered in Paris and Boston, Natixis
Investment Managers is a subsidiary of Natixis. For additional
information, please visit the company’s website at im.natixis.com |
LinkedIn: linkedin.com/company/natixis-investment-managers.
Natixis Investment Managers includes all of the investment
management and distribution entities affiliated with Natixis
Distribution, L.P. and Natixis Investment Managers S.A.
1
Cerulli Quantitative Update: Global
Markets 2018 ranked Natixis Investment Managers as the 16th largest
asset manager in the world based on assets under management as of
December 31, 2017.
2
Net asset value as of December 31, 2018.
Assets under management (“AUM”), as reported, may include notional
assets, assets serviced, gross assets, assets of minority-owned
affiliated entities and other types of non-regulatory AUM managed
or serviced by firms affiliated with Natixis Investment
Managers.
About Natixis
Natixis is a French multinational financial services firm
specialized in asset & wealth management, corporate &
investment banking, insurance and payments. A subsidiary of Groupe
BPCE, the second-largest banking group in France through its two
retail banking networks, Banque Populaire and Caisse d’Epargne,
Natixis counts nearly 16,000 employees across 38 countries. Its
clients include corporations, financial institutions, sovereign and
supranational organizations, as well as the customers of Groupe
BPCE’s networks. Listed on the Paris stock exchange, Natixis has a
solid financial base with a CET1 capital under Basel 3(1) of €11.8
billion, a Basel 3 CET1 Ratio(1) of 10.8 % and quality long-term
ratings (Standard & Poor’s: A+ / Moody’s: A1 / Fitch Ratings:
A+). (1) Based on CRR-CRD4 rules as reported on June 26, 2013,
including the Danish compromise - without phase-in. Figures as at
31 December 2018.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190508006002/en/
Investor:For Fiera Capital CorporationMariem
ElsayedFiera Capital Corporation+1
514-954-6619melsayed@fieracapital.com
For NatixisDamien
SouchetNatixisinvestorelations@natixis.com+33 1 58 55 41 10
Media:For Fiera Capital CorporationKaitlyn
NightingaleEdelman+1 416
849-3147kaitlyn.nightingale@edelman.com
For Natixis Investment ManagersTed MeyerNatixis
Investment Managers+1 617-449-2507ted.meyer@natixis.com
For NatixisSonia DilouyaNatixis+33 1 58 32 01
03sonia.dilouya@natixis.com
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