/Not for distribution to U.S. news wire
services or for dissemination in the
United States/
MONTREAL, June 17,
2024 /CNW/ - National Bank of Canada ("National Bank") (TSX: NA) today
announced that it has closed its previously announced 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. The Subscription
Receipts sold pursuant to the Public Offering will commence trading
on the Toronto Stock Exchange today under the ticker symbol
NA.R.
Pursuant to the Public Offering, National Bank issued and sold
to a syndicate of underwriters (the "Underwriters") led by National
Bank Financial Inc. ("NBF") 4,453,000 Subscription Receipts at a
price of $112.30 (the "Issue Price")
for total gross proceeds of approximately $500 million. The Public Offering was
underwritten on a bought-deal basis by the Underwriters led by NBF.
The Subscription Receipts sold in the Public Offering were issued
under a prospectus supplement dated June 12,
2024, to National Bank's short form base shelf prospectus
dated August 22, 2022.
National Bank has granted the Underwriters an option (the
"Over-Allotment Option") to purchase up to an additional 667,950
Subscription Receipts at the Issue Price exercisable up to 30 days
after the date hereof.
Pursuant to the concurrent Private Placement, National Bank
issued 4,453,000 Subscription Receipts at the Issue Price to CDPQ
Marchés boursiers inc, an affiliate of the Caisse de dépôt et
placement du Québec ("CDPQ") for gross proceeds of approximately
$500 million. CDPQ has 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.
National Bank intends to use the net proceeds from the Public
Offering and the Private Placement to support strong regulatory
capital ratios following the closing of the previously announced
acquisition by National Bank of the issued and outstanding common
shares of Canadian Western Bank ("CWB") by way of a share exchange
(the "Transaction"), to fund any cash consideration under the terms
of the Transaction and to pay the Transaction expenses.
The proceeds from the Public Offering and the Private Placement
will be held in escrow by Computershare Trust Company of
Canada, as subscription receipt
agent, pending the completion of the Transaction. The Transaction
is expected to close by the end of 2025, subject to approval by CWB
common shareholders and receipt of required regulatory
approvals.
The Subscription Receipts issued pursuant to the Public Offering
were also 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, as amended (the "U.S.
Securities Act").
No securities regulatory authority has either approved or
disapproved the contents of this press release. The Subscription
Receipts issued or 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.
About National Bank of Canada
With $442 billion in assets
as at April 30, 2024, National Bank of Canada 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.
FORWARD-LOOKING INFORMATION
Certain
statements in this press release are forward-looking statements.
All such statements are made in accordance with applicable
securities legislation in Canada
and the United States.
Forward-looking statements in this press release may include, but
are not limited to, statements made about the closing of the
Transaction and the use of proceeds from the Public Offering and
the Private Placement. These forward-looking statements are
typically identified by verbs or words such as "outlook",
"believe", "foresee", "forecast", "anticipate", "estimate",
"project", "expect", "intend" and "plan", in their future or
conditional forms, notably verbs such as "will", "may", "should",
"could" or "would", as well as similar terms and expressions. Such
forward-looking statements are made for the purpose of assisting
the holders of National Bank's securities in understanding National
Bank's vision, strategic objectives, and performance targets, and
may not be appropriate for other purposes.
These forward-looking statements are based on current
expectations, estimates, assumptions and intentions believed by
National Bank to be reasonable as at the date of this press release
and are subject to uncertainty and inherent risks, many of which
are beyond National Bank's control. Assumptions about the
performance of the Canadian and U.S. economies in 2024, and how
that performance will affect National Bank's business are among the
factors considered in setting National Bank's strategic priorities
and objectives. Assumptions underlying forward-looking statements
included in this press release also include the expected timing of
completion of the Transaction and the conditions precedent to the
closing of the Transaction (including the required approvals); that
the Transaction will be completed on the terms currently
contemplated; National Bank's ability to retain and attract new
business, achieve synergies and maintain market position arising
from successful integration plans relating to the Transaction;
National Bank's ability to otherwise complete the integration of
CWB within anticipated time periods and at expected cost levels;
National Bank's ability to attract and retain key employees in
connection with the Transaction; management's estimates and
expectations in relation to future economic and business conditions
and other factors in relation to the Transaction and resulting
impact on growth and various financial metrics; the realization of
the expected strategic, financial and other benefits of the
Transaction in the timeframe anticipated; the accuracy and
completeness of public and other disclosure (including financial
disclosure) by CWB; the absence of significant undisclosed costs or
liabilities associated with the Transaction; assumptions about
future events, including economic conditions and proposed courses
of action, based on management's assessment of the relevant
information available as of the date hereof. Additional assumptions
relating to National Bank appear in the Economic Review and Outlook
section and, for each business segment, in the Economic and Market
Review sections of National Bank's annual report for the year ended
October 31, 2023 (the "2023 Annual
Report") and in the Economic Review and Outlook section of National
Bank's report to shareholders for the three and six-month periods
ended April 30, 2024, and may be
updated in the quarterly reports to shareholders filed
thereafter.
Forward-looking statements in this press release are based on
a number of assumptions and are subject to risk factors, many of
which are beyond National Bank's control and the impacts of which
are difficult to predict. These risk factors include, among others,
risks and uncertainties relating to the expected competition and
regulatory processes and outcomes in connection with the
Transaction; National Bank's inability to successfully integrate
CWB upon completion of the Transaction; the possible delay or
failure to close the Transaction; the potential failure to realize
anticipated benefits from the Transaction; the potential failure to
obtain the required approvals to the Transaction in a timely manner
or at all; National Bank's reliance upon publicly available
information of CWB; potential undisclosed costs or liability
associated with the Transaction; National Bank or CWB being
adversely impacted during the pendency of the Transaction, the
dilutive effect of the Public Offering and Private Placement; the
general economic environment and financial market conditions in
Canada, the United States, and the other countries
where National Bank operates; the impact of upheavals in the U.S.
banking industry; exchange rate and interest rate fluctuations;
inflation; global supply chain disruptions; higher funding costs
and greater market volatility; changes made to fiscal, monetary,
and other public policies; changes made to regulations that affect
National Bank's business; geopolitical and sociopolitical
uncertainty; climate change, including physical risks and those
related to the transition to a low-carbon economy, and National
Bank's ability to satisfy stakeholder expectations on environmental
and social issues; significant changes in consumer behaviour; the
housing situation, real estate market, and household indebtedness
in Canada; National Bank's ability
to achieve its key short-term priorities and long-term strategies;
the timely development and launch of new products and services;
National Bank's ability to recruit and retain key personnel;
technological innovation, including advances in artificial
intelligence and the open banking system, and heightened
competition from established companies and from competitors
offering non-traditional services; changes in the performance and
creditworthiness of National Bank's clients and counterparties;
National Bank's exposure to significant regulatory matters or
litigation; changes made to the accounting policies used by
National Bank to report financial information, including the
uncertainty inherent to assumptions and critical accounting
estimates; changes to tax legislation in the countries where
National Bank operates; changes made to capital and liquidity
guidelines as well as to the presentation and interpretation
thereof; changes to the credit ratings assigned to National Bank by
financial and extra-financial rating agencies; potential
disruptions to key suppliers of goods and services to National
Bank; the potential impacts of disruptions to National Bank's
information technology systems, including cyberattacks as well as
identity theft and theft of personal information; the risk of
fraudulent activity; possible impacts of major events affecting the
economy, market conditions of National Bank's outlook, including
international conflicts, natural disasters, public health crises,
and the measures taken in response to these events; and other risk
factors described in the Risk Management section of the 2023 Annual
Report and in the Risk Management section of the Report to
Shareholders for the second quarter of 2024, as well as other risks
detailed from time to time in reports filed by National Bank with
securities regulators or securities commissions or other documents
that National Bank makes public, which may cause events or results
to differ materially from the results expressed or implied in any
forward-looking statement.
There is a strong possibility that National Bank's express or
implied predictions, forecasts, projections, expectations or
conclusions will not prove to be accurate, that its assumptions may
not be confirmed and that its vision, strategic objectives, and
performance targets will not be achieved. Thus, National Bank
recommends that readers not place undue reliance on these
forward-looking statements, as a number of factors could cause
actual results to differ significantly from the expectations,
estimates, or intentions expressed in these forward-looking
statements. The foregoing list of risk factors is not exhaustive,
and the forward-looking statements made in this press release are
also subject to credit risk, market risk, liquidity and funding
risk, operational risk, regulatory compliance risk, reputation
risk, strategic risk, and social and environmental risk, as well as
certain emerging risks or risks deemed significant.
Additional information about these and other factors is
provided in the 2023 Annual Report and the Report to Shareholders
for the second quarter of 2024 and may be updated in the quarterly
reports to shareholders filed thereafter. Investors and others who
rely on National Bank's forward-looking statements should carefully
consider the above factors as well as the uncertainties they
represent and the risk they entail. Except as required by law,
National Bank does not undertake to update any forward-looking
statements, whether written or oral, that may be made from time to
time, by it or on its behalf. National Bank cautions investors that
these forward-looking statements are not guarantees of future
performance and that actual events or results may differ
significantly from these statements due to a number of
factors.
NO OFFER OR SOLICITATION
This press release
is for informational purposes only and shall not constitute an
offer to purchase or a solicitation of an offer to sell any
securities, or a solicitation of a proxy of any securityholder of
any person in any jurisdiction. Any offers or solicitations will be
made in accordance with the requirements under applicable law.
Shareholders are advised to review any documents that may be filed
with securities regulatory authorities and any subsequent
announcements because they will contain important information
regarding the Transaction and the terms and conditions thereof. The
circulation of this press release and the Transaction may be
subject to a specific regulation or restrictions in some countries.
Consequently, persons in possession of this press release must
familiarize themselves and comply with any restrictions that may
apply to them.
NOTICE TO U.S. HOLDERS
National Bank is
planning to file a registration statement on Form F-8 or F-80,
which will include CWB's management information circular and
related documents, with the United States Securities and
Exchange Commission ("SEC") in respect of National Bank Shares to
be offered or issued in the Transaction to U.S. holders of CWB
common shares. INVESTORS AND SHAREHOLDERS ARE URGED TO READ SUCH
REGISTRATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO
BE FILED WITH THE SEC IN CONNECTION WITH THE OFFER AS THEY BECOME
AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION. You will be able to obtain a free copy of such
registration statement, as well as other related filings, at the
SEC's website (www.sec.gov).
SOURCE National Bank of Canada