National Bank to acquire Canadian Western Bank
Torys is acting as counsel to CWB with a team that included John Emanoilidis, David Seville, Stephen Neil, Adam Ibrahim, Paulina Taneva, Erica Bird and Mitchell Hayes (corporate/M&A), Blair Keefe and Eli Monas (bank regulatory), Omar Wakil and Rebecca Wagner (competition), Jennifer Lennon, Tom Stevenson and Parker Baglole (employment), Edward Fan (IP), Molly Reynolds (privacy), Andy Gibbons (real estate), Mile Kurta (U.S. securities), Jerald Wortsman, Benjamin Mann and Julia Zhuo (tax).
On June 11, 2024, National Bank of Canada (“National Bank”) and Canadian Western Bank (“CWB”) announced that they entered into a definitive agreement for National Bank to acquire CWB.
Under the terms of the agreement, National Bank will acquire all of the issued and outstanding common shares of CWB by way of a share exchange, valuing CWB at approximately C$5.0 billion. Each CWB share, other than those held by National Bank, will be exchanged for 0.450 of a common share of National Bank. The shares of National Bank 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 a separate private placement and public offering announced concurrent with the transaction.
The transaction is subject to approval of 66 2/3% of the votes cast by CWB shareholders at a special meeting of shareholders expected to be held in September 2024. The Board of CWB has evaluated the agreement with CWB’s management and legal and financial advisors and unanimously determined that the transaction is in the best interests of CWB and is fair to the CWB shareholders.
Subject to approval by CWB shareholders and receipt of required regulatory approvals, the transaction is expected to close by the end of 2025.
Further information can be found on Globe Newswire’s website.
With C$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.
With C$442 billion in assets as at April 30, 2024, National Bank is one of Canada's six systemically important banks. It 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.