EDMONTON, AB, July 26, 2024 /CNW/ - Canadian Western Bank (TSX: CWB) ("CWB") today announced that it has filed its management proxy circular (the "Circular") in connection with its upcoming special meeting (the "Meeting") of its common shareholders (the "CWB Shareholders"). The Circular is available on CWB's profile on the System for Electronic Data Analysis and Retrieval + (SEDAR+) at www.sedarplus.com.
Canadian Western Bank (CNW Group/CWB Financial Group)
DETAILS OF THE MEETING
The Meeting is scheduled to be held in-person on September 3, 2024 at 10:00 a.m. (Mountain time) at the JW Marriott Edmonton (Mark Messier Meeting Room) – 10344 102nd St. NW, Edmonton, Alberta T5J 0K9. CWB Shareholders of record as of the close of business on July 12, 2024 are entitled to receive notice of, to participate in and to vote their common shares of CWB ("CWB Shares") at the Meeting. Details of the Meeting and how CWB Shareholders or their duly appointed proxyholders can attend and participate in the Meeting are set out in the Circular.
THE TRANSACTION
As previously announced on June 11, 2024, CWB and National Bank of Canada ("NBC") entered into a definitive agreement pursuant to which NBC, a leading Canadian bank, proposed to acquire all of the issued and outstanding CWB Shares by way of a share exchange (the "Transaction") valued at approximately $5.0 billion, creating a united Canadian banking leader with growth priorities across the country. As part of the Transaction, CWB Shareholders will be entitled to receive 0.450 of a NBC common share (the "NBC Shares") for each CWB Share held as of the date of closing, which equates to $52.35 per CWB Share based on the closing price of the NBC Shares on the Toronto Stock Exchange (the "TSX") on June 11, 2024. This consideration represents a 110% premium to the closing price of the CWB Shares on the TSX on June 11, 2024, and a 100% premium to the 20-day volume weighted average trading price of both companies on the TSX as of June 11, 2024.
CWB's board of directors (the "Board"), having taken into account such factors and matters as it considered relevant, including, among other things, the unanimous recommendation of a special committee of independent directors of CWB, and after receiving outside legal and financial advice, unanimously determined that the Transaction is in the best interests of CWB and is fair to CWB Shareholders. After careful consideration of the Transaction, the Board has unanimously approved the Transaction and UNANIMOUSLY recommends that CWB Shareholders vote IN FAVOUR of the resolution relating to the Transaction by voting 'FOR'.
QUESTIONS
If you have any questions about the information contained in this press release in connection with the Meeting, please contact CWB's strategic advisor, Kingsdale Advisors, by telephone at 1-866-851-3215 (toll-free in North America) or at 1-437-561-5012 (text and call enabled outside of North America), or by email at [email protected].
ABOUT CWB
CWB is the only full-service bank in Canada with a strategic focus to meet the unique financial needs of businesses and their owners. CWB provides its nation-wide clients with full-service business and personal banking, specialized financing, comprehensive wealth management offerings, and trust services. Clients choose CWB for a differentiated level of service through specialized expertise, customized solutions, and faster response times relative to the competition. CWB people take the time to understand its clients and their business, and work as a united team to provide holistic solutions and advice.
CWB is firmly committed to the responsible creation of value for all its stakeholders and its approach to sustainability will support its continued success. Learn more at www.cwb.com.
FORWARD-LOOKING INFORMATION
From time to time, CWB makes written and verbal forward-looking statements. Statements of this type are included in this press release and may be included in filings with Canadian securities regulators or in other communications such as media releases and corporate presentations. Forward-looking statements in this press release may include, but are not limited to, statements regarding the anticipated timing for the Meeting and the mailing of the Circular and other Meeting materials. Forward-looking statements are typically identified by the words "believe", "expect", "anticipate", "intend", "estimate", "may increase", "may impact", "goal", "focus", "potential", "proposed" and other similar expressions, or future or conditional verbs such as "will", "should", "would" and "could".
By their very nature, forward-looking statements involve numerous assumptions and are subject to inherent risks and uncertainties, which give rise to the possibility that CWB's predictions, forecasts, projections, expectations, and conclusions will not prove to be accurate, that CWB's assumptions may not be correct, and that CWB's strategic goals will not be achieved.
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 CWB's control and the impacts of which are difficult to predict. These factors include, but are not limited to, 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; 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; and our ability to anticipate and manage the risks associated with these factors. It is important to note that the preceding list is not exhaustive of possible factors.
Additional information about certain factors can be found in the "Risk Management" section of CWB's 2023 Annual MD&A and in the Circular. These and other factors should be considered carefully, and CWB Shareholders are cautioned not to place undue reliance on these forward-looking statements as a number of important factors could cause CWB's actual results to differ materially from the expectations expressed in such forward-looking statements. Any forward-looking statements contained in this press release represent CWB's views as of the date hereof. Unless required by law, CWB does not undertake to update any forward-looking statement, whether written or verbal, that may be made from time to time by CWB or on CWB's behalf. The forward-looking statements contained in this press release are presented for the purpose of assisting readers in understanding our financial position and results of operations as at and for the periods ended on the dates presented, as well as CWB's strategic priorities and objectives, and may not be appropriate for other purposes.
NOTICE TO U.S. HOLDERS
NBC has filed a registration statement on Form F-80, which includes the Circular and related documents, with the United States Securities and Exchange Commission ("SEC") in respect of NBC Shares to be offered or issued in the Transaction to U.S. holders of CWB Shares. INVESTORS AND CWB 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 can obtain a free copy of such registration statement, as well as other related filings, at the SEC's website (www.sec.gov).
