National Bank and Canadian Western Bank confirm that the previously announced amendments for the CWB Tier 1 Capital Reorganization have been approved

National Bank and Canadian Western Bank confirm that the previously announced amendments for the CWB Tier 1 Capital Reorganization have been approved

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

CWB Preferred Shares Series 5 & 9: Approved

CWB Limited Recourse Capital Notes Series 1 & 2: Approved

MONTREAL and EDMONTON, AB, Nov. 28, 2024 /CNW/ - On October 16, 2024, National Bank of Canada (TSX: NA) ("National Bank") and Canadian Western Bank (TSX: CWB) ("CWB") announced a tier 1 capital reorganization, involving the amendments to the following CWB securities:

• $125 million First Preferred Shares Series 5 (Non-Viability Contingent Capital (NVCC)) (the "Series 5 Preferred Shares");
• $125 million First Preferred Shares Series 9 (NVCC) (the "Series 9 Preferred Shares" and together with the Series 5 Preferred Shares, the "Preferred Shares");
• $175 million 6.00% Limited Recourse Capital Notes Series 1 (NVCC) (Subordinated Indebtedness) (the "Series 1 LRCNs"); and
• $150 million 5.00% Limited Recourse Capital Notes Series 2 (NVCC) (Subordinated Indebtedness) (the "Series 2 LRCNs" and together with the Series 1 LRCNs, the "LRCNs").

The Preferred Share Amendments

 CWB is pleased to announce the voting results from its special meetings of the holders of the Series 5 Preferred Shares and the Series 9 Preferred Shares, which were conducted today to approve certain amendments to the terms of the Series 5 Preferred Shares and the Series 9 Preferred Shares (the "Preferred Share Amendments"):

• Series 5 Preferred Shares: the resolution was approved by 95.48% of the votes cast by Series 5 Preferred Shareholders; and
• Series 9 Preferred Shares: the resolution was approved by 93.90% of the votes cast by Series 9 Preferred Shareholders.

The amendments required the approval of 66⅔% of the votes cast by the applicable series of CWB Preferred Shareholders present or represented by proxy and entitled to vote at the applicable meeting. Copies of both reports of voting results will be available on CWB's SEDAR+ profile at www.sedarplus.com.

The LRCN Amendments

CWB is also pleased to announce the results from the consent solicitation of the holders of the Series 1 LRCNs and Series 2 LRCNs to approve certain amendments to the indentures governing the Series 1 LRCNs and the Series 2 LRCNs (the "LRCN Amendments"). Written consent of the holders of a majority in principal amount of each series of LRCNs, as applicable, approving the amendments to the indentures of the Series 1 LRCNs and Series 2 LRCNs was obtained.

The LRCN Amendments required the written consent of the holders of a majority in principal amount of each of the outstanding series of LRCNs and the consent solicitation cut-off time was today at 5:00 p.m. (Mountain Time).

As previously announced, the Preferred Share Amendments and the LRCN Amendments have been proposed pursuant to CWB's covenant in the transaction agreement for the previously announced acquisition of all of the common shares of CWB by National Bank (the "Transaction") to take certain corporate actions prior to the completion of the Transaction in order to permit the exchange of the CWB Preferred Shares into new National Bank preferred shares and an early redemption of the LRCNs.

Implementation and Consent Fees

The implementation of the Preferred Share Amendments and the LRCN Amendments is conditional upon, among other things, the completion of the Transaction, which requires approval by the Superintendent of Financial Institutions (Canada) and the Minister of Finance (Canada). The implementation of the Preferred Share Amendments is also subject to approval of the Toronto Stock Exchange (the "TSX") to list the new First Preferred Shares of National Bank.

As further described in the management proxy circular of CWB in respect of the meetings, and subject to the Preferred Share Amendments coming into force, a consent fee of $0.50 per Preferred Share will be payable to the holders of Preferred Shares who voted, either in person or by proxy, regardless of whether such vote was for or against the applicable Preferred Share Amendment.

As further described in the consent solicitation statements of CWB in respect of the Series 1 LRCNs and Series 2 LRCNs, if the LRCN Amendments come into force, CWB will pay a consent fee to the holders of Series 1 LRCNs and Series 2 LRCNs in the amounts set out in the consent solicitation statements. 

NO OFFER OR SOLICITATION

This news release is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell any securities, or a solicitation of a proxy or consent of any securityholder of any person in any jurisdiction. Any offers or solicitations will be made in accordance with the requirements under applicable law. The circulation of this press release may be subject to a specific regulation or restrictions in some countries. Consequently, persons in possession of this press release must familiarize themselves and comply with any restrictions that may apply to them.

NOTICE TO U.S. HOLDERS OF CWB PREFERRED SHARES

National Bank has furnished a Form CB, which included CWB's Circular and related documents, with the United States Securities and Exchange Commission ("SEC") in respect of National Bank Preferred Shares to be offered or exchanged to U.S. holders of CWB Preferred Shares in connection with the Preferred Share Amendments. Investors and holders of CWB Preferred Shares are urged to read such Form CB, Circular and all other relevant documents furnished with the SEC in connection with the offer or exchange, as well as any amendments or supplements to those documents. You are able to obtain a free copy of such Form CB, Circular, as well as other related documents, at the SEC's website (www.sec.gov). The National Bank Preferred Shares that will be issued to U.S. holders of the Preferred Shares in connection with the Preferred Share Amendments have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state of the United States and will be issued in reliance on the exemption from the registration requirements of the Securities Act set forth in Rule 802 thereunder.

ABOUT NATIONAL BANK

With $454 billion in assets as at July 31, 2024, National Bank of Canada is one of Canada's six systemically important banks. National Bank has approximately 30,000 employees in knowledge-intensive positions and 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. Its securities are listed on the Toronto Stock Exchange (TSX: NA). Follow National Bank's activities at nbc.ca or via social media.

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 nationwide 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.

As a public company on the TSX, CWB trades under the symbols "CWB" (common shares), "CWB.PR.B" (Series 5 preferred shares) and "CWB.PR.D" (Series 9 preferred shares). 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, National Bank and CWB make written and verbal forward-looking statements. Statements of this type are included in this press release and may be included in filings with Canadian and U.S. 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 payment of consent fees, the anticipated effects of the Preferred Share Amendments and the LRCN Amendments, the approval of the TSX in connection with the Preferred Share Amendments and the completion of the Transaction. 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 National Bank's and/or CWB's predictions, forecasts, projections, expectations, and conclusions will not prove to be accurate, that National Bank's and/or CWB's assumptions may not be correct, and that National Bank's and/or CWB's strategic goals will not be achieved. Assumptions underlying forward-looking statements included in this press release also include the terms and conditions of the consent solicitation and proposed amendments, the expected approval of the proposed amendments, the timing of completion of the Transaction and the conditions precedent to the closing of the Transaction (including the required regulatory approvals).

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 National Bank's and CWB's control and the impacts of which are difficult to predict. These risk factors include, but are not limited to, the terms and conditions of the Preferred Share Amendments and LRCN Amendments (including the regulatory approvals required to implement such amendments); the impact of such amendments assuming that those are implemented; the intention to implement the proposed amendments following closing of the Transaction; the expected timing of completion of the Transaction and the conditions precedent to the closing of the Transaction (including the required regulatory approvals); that the Transaction will be completed on the terms currently contemplated; risk and uncertainties relating to the expected regulatory processes and outcomes in connection with the Transaction; National Bank's inability to successfully integrate CWB upon completion of the Transaction; the possible delay or failure to close the Transaction; the potential delay or failure to realize the anticipated benefits from the Transaction; the potential failure to obtain the required approvals for the Transaction, including regulatory approvals, in a timely manner or at all; National Bank's reliance upon publicly available information of CWB; potential undisclosed costs or liability associated with the Transaction; National Bank or CWB being adversely impacted during the pendency of the Transaction; and assumptions about future events, including economic conditions and proposed courses of action, based on National Bank and CWB management's assessment of the relevant information available as of the date hereof; and National Bank's and CWB's 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 and additional risk factors can be found in the "Risk Management" section of CWB's 2023 Annual MD&A, in the "Risk Management" section of National Bank's 2023 Annual Report, in the "Risk Management" section of National Bank's Report to Shareholders for the third quarter of 2024, as well as in other reports and documents filed by National Bank and CWB with securities regulators or securities commissions from time to time and other documents that National Bank and CWB makes public. These and other factors should be considered carefully, and readers are cautioned not to place undue reliance on these forward-looking statements as a number of important factors could cause CWB's and/or National Bank'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 and National Bank's views as of the date hereof. Unless required by law, neither CWB or National Bank undertake to update any forward-looking statement, whether written or verbal, that may be made from time to time by or on behalf of CWB or National Bank. CWB and National Bank caution investors that these forward-looking statements are not guarantees of future performance and that actual events or results may differ significantly from these statements due to a number of factors.

SOURCE Canadian Western Bank