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.
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
contactus@kingsdaleadvisors.com.
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).
SOURCE CWB Financial Group