National Bank of Canada has successfully completed its previously announced acquisition of Canadian Western Bank (CWB), marking a significant milestone in the bank’s expansion strategy. The acquisition strengthens National Bank’s presence in Western Canada and enhances its ability to provide diversified financial solutions to businesses and individuals nationwide.
Laurent Ferreira, President and CEO of National Bank, emphasized the strategic importance of the transaction, stating, “This marks a pivotal step in our history, enabling us to provide Canadians with a broader range of financial products while maintaining regional expertise. With CWB’s strong presence in Western Canada, we are expanding our operations and deepening our banking capabilities to better serve customers across the country.”
With the acquisition now complete, National Bank will begin integrating CWB’s operations and onboarding its clients and employees over the coming months.
The acquisition was structured as a share exchange, where each CWB common share was exchanged for 0.450 of a National Bank common share, resulting in an equity consideration of $5.3 billion and a total transaction value of $5.6 billion, inclusive of shares already held by National Bank. As part of the transaction, CWB’s common shares will be delisted from the Toronto Stock Exchange (TSX) on February 4, 2025.
To support the acquisition, National Bank issued and sold 9,262,500 subscription receipts at $112.30 per receipt, raising $1.04 billion through a public offering and a concurrent private placement with an affiliate of Caisse de dépôt et placement du Québec. With the completion of the transaction, the subscription receipts have been automatically exchanged for National Bank common shares, increasing the bank’s total outstanding shares by 50,272,878.
As part of the acquisition process, National Bank will redeem and exchange CWB’s First Preferred Shares and Limited Recourse Capital Notes (LRCNs). CWB has confirmed that as of February 20, 2025, all First Preferred Shares will be exchanged for equivalent National Bank First Preferred Shares, while the LRCNs will be redeemed.
In alignment with the acquisition, National Bank has appointed two former CWB board members, Sarah Morgan-Silvester and Irfhan Rawji, to its Board of Directors. Additionally, Chris Fowler, CEO of CWB, will continue to serve on the CWB Board.
National Bank and CWB intend to fully amalgamate by March 1, 2025, with the newly merged entity assuming all obligations of its predecessors, including outstanding NVCC Subordinated Debentures. Until the amalgamation is finalized, CWB’s Board of Directors will align with National Bank’s governance structure.
This acquisition underscores National Bank’s commitment to expanding its reach, enhancing banking services, and reinforcing its presence in Western Canada. As integration progresses, customers can expect a seamless transition and expanded financial solutions backed by National Bank’s extensive resources and expertise.
