National Bank of Canada (TSX:NA) entered into a definitive agreement to acquire remaining 94.1% stake in Canadian Western Bank for CAD 4.9 billion.

National Bank of Canada (TSX:NA) entered into a definitive agreement to acquire remaining 94.1% stake in Canadian Western Bank (TSX:CWB) for CAD 4.9 billion on June 11, 2024. Each CWB Share, other than those held by National Bank, will be exchanged for 0.450 of a common share (the ?National Bank Shares?) of National Bank (the ?Exchange Ratio?). National Bank of Canada will maintain branch locations as well as its Edmonton-based leadership and operations.

A termination fee equivalent to 4% of the CWB Equity Value would be payable by CWB to National Bank in certain circumstances, including in the context of a superior proposal supported by CWB?s board of directors. A reverse termination fee equivalent to 4% of the CWB Equity Value would be payable by National Bank to CWB in certain circumstances where key regulatory approvals are not obtained prior to the outside date. The CWB board has evaluated the Agreement with CWB?s management and legal and financial advisors and has unanimously determined that the Transaction is in the best interests of CWB and is fair to the CWB shareholders.

The board of directors of National Bank has evaluated the Agreement with National Bank?s management and legal and financial advisors and has unanimously determined that the Transaction is in the best interests of National Bank. National Bank shareholder approval is not required in connection 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.

The transaction is subject to regulatory approvals and expected to close by the end of 2025. J.P. Morgan Securities Canada Inc. acted as financial advisor and fairness opinion provider to Canadian Western Bank. National Bank Financial & Co.

Inc. is acting as lead financial advisor to National Bank in connection with the Transaction. Patrick Boucher and Fraser Bourne of McCarthy Tétrault LLP and Mayer Brown LLP are acting as legal advisors to National Bank. Jefferies Securities, Inc. provided a fairness opinion to the board of National Bank.

J.P. Morgan is acting as exclusive financial advisor to CWB and is providing a fairness opinion to the board of directors of CWB. John Emanoilidis and David Seville of Torys LLP is acting as legal advisor to CWB.