About National Bank of Canada
With $442
billion in assets as at April 30, 2024, National Bank of
Canada is one of Canada’s six systemically important banks.
The 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 the
Bank’s activities at nbc.ca or
via social media.
FORWARD-LOOKING INFORMATION
Certain statements in this press release are forward-looking
statements. All such statements are made in accordance with
applicable securities legislation in Canada and the United States.
Forward-looking statements in this press release may include, but
are not limited to, statements made about the closing of the
Transaction and the use of proceeds from the Public Offering and the
Private Placement. These forward-looking statements are typically
identified by verbs or words such as “outlook”, “believe”,
“foresee”, “forecast”, “anticipate”, “estimate”, “project”,
“expect”, “intend” and “plan”, in their future or conditional forms,
notably verbs such as “will”, “may”, “should”, “could” or “would”,
as well as similar terms and expressions. Such forward-looking
statements are made for the purpose of assisting the holders of
National Bank’s securities in understanding National Bank’s vision,
strategic objectives, and performance targets, and may not be
appropriate for other purposes.
These forward-looking statements are based on current expectations,
estimates, assumptions and intentions believed by National Bank to
be reasonable as at the date of this press release and are subject
to uncertainty and inherent risks, many of which are beyond National
Bank’s control. Assumptions about the performance of the Canadian
and U.S. economies in 2024, and how that performance will affect
National Bank’s business are among the factors considered in setting
National Bank’s strategic priorities and objectives. Assumptions
underlying forward-looking statements included in this press release
also include the 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; National Bank’s
ability to retain and attract new business, achieve synergies and
maintain market position arising from successful integration plans
relating to the Transaction; National Bank’s ability to otherwise
complete the integration of CWB within anticipated time periods and
at expected cost levels; National Bank’s ability to attract and
retain key employees in connection with the Transaction;
management’s estimates and expectations in relation to future
economic and business conditions and other factors in relation to
the Transaction and resulting impact on growth and various financial
metrics; the realization of the expected strategic, financial and
other benefits of the Transaction in the timeframe anticipated; the
accuracy and completeness of public and other disclosure (including
financial disclosure) by CWB; the absence of significant undisclosed
costs or liabilities associated with the Transaction; 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. Additional assumptions
relating to National Bank appear in the Economic Review and Outlook
section and, for each business segment, in the Economic and Market
Review sections of National Bank’s annual report for the year ended
October 31, 2023 (the “2023 Annual Report”) and in the Economic
Review and Outlook section of National Bank’s report to shareholders
for the three and six-month periods ended April 30, 2024, and may be
updated in the quarterly reports to shareholders filed thereafter.
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 control and the impacts of which are
difficult to predict. These risk factors include, among others,
risks and uncertainties relating to the expected competition and
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 failure to realize anticipated
benefits from the Transaction; the potential failure to obtain the
required approvals to the Transaction 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, the dilutive effect of the Public
Offering and Private Placement; the general economic environment and
financial market conditions in Canada, the United States, and the
other countries where National Bank operates; the impact of
upheavals in the U.S. banking industry; exchange rate and interest
rate fluctuations; inflation; global supply chain disruptions;
higher funding costs and greater market volatility; changes made to
fiscal, monetary, and other public policies; changes made to
regulations that affect National Bank’s business; geopolitical and
sociopolitical uncertainty; climate change, including physical risks
and those related to the transition to a low-carbon economy, and
National Bank’s ability to satisfy stakeholder expectations on
environmental and social issues; significant changes in consumer
behaviour; the housing situation, real estate market, and household
indebtedness in Canada; National Bank’s ability to achieve its key
short-term priorities and long-term strategies; the timely
development and launch of new products and services; National Bank’s
ability to recruit and retain key personnel; technological
innovation, including advances in artificial intelligence and the
open banking system, and heightened competition from established
companies and from competitors offering non-traditional services;
changes in the performance and creditworthiness of National Bank’s
clients and counterparties; National Bank’s exposure to significant
regulatory matters or litigation; changes made to the accounting
policies used by National Bank to report financial information,
including the uncertainty inherent to assumptions and critical
accounting estimates; changes to tax legislation in the countries
where National Bank operates; changes made to capital and liquidity
guidelines as well as to the presentation and interpretation
thereof; changes to the credit ratings assigned to National Bank by
financial and extra-financial rating agencies; potential disruptions
to key suppliers of goods and services to National Bank; the
potential impacts of disruptions to National Bank’s information
technology systems, including cyberattacks as well as identity theft
and theft of personal information; the risk of fraudulent activity;
possible impacts of major events affecting the economy, market
conditions of National Bank’s outlook, including international
conflicts, natural disasters, public health crises, and the measures
taken in response to these events; and other risk factors described
in the Risk Management section of the 2023 Annual Report and in the
Risk Management section of the Report to Shareholders for the second
quarter of 2024, as well as other risks detailed from time to time
in reports filed by National Bank with securities regulators or
securities commissions or other documents that National Bank makes
public, which may cause events or results to differ materially from
the results expressed or implied in any forward-looking statement.
There is a strong possibility that National Bank’s express or
implied predictions, forecasts, projections, expectations or
conclusions will not prove to be accurate, that its assumptions may
not be confirmed and that its vision, strategic objectives, and
performance targets will not be achieved. Thus, National Bank
recommends that readers not place undue reliance on these
forward-looking statements, as a number of factors could cause
actual results to differ significantly from the expectations,
estimates, or intentions expressed in these forward-looking
statements. The foregoing list of risk factors is not exhaustive,
and the forward-looking statements made in this press release are
also subject to credit risk, market risk, liquidity and funding
risk, operational risk, regulatory compliance risk, reputation risk,
strategic risk, and social and environmental risk, as well as
certain emerging risks or risks deemed significant.
Additional information about these and other factors is provided in
the 2023 Annual Report and the Report to Shareholders for the second
quarter of 2024 and may be updated in the quarterly reports to
shareholders filed thereafter. Investors and others who rely on
National Bank’s forward-looking statements should carefully consider
the above factors as well as the uncertainties they represent and
the risk they entail. Except as required by law, National Bank does
not undertake to update any forward-looking statements, whether
written or oral, that may be made from time to time, by it or on its
behalf. National Bank cautions 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.
NO OFFER OR SOLICITATION
This press 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 of any securityholder of any person in any
jurisdiction. Any offers or solicitations will be made in accordance
with the requirements under applicable law. Shareholders are advised
to review any documents that may be filed with securities regulatory
authorities and any subsequent announcements because they will
contain important information regarding the Transaction and the
terms and conditions thereof. The circulation of this press release
and the Transaction 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
National Bank is planning to
file a registration statement on Form F-8 or F-80, which will
include CWB’s management information circular and related documents,
with the United States Securities and Exchange Commission (“SEC”) in
respect of National Bank Shares to be offered or issued in the
Transaction to U.S. holders of CWB common shares. INVESTORS AND
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 will be able to obtain a
free copy of such registration statement, as well as other related
filings, at the SEC’s website (www.sec.gov).
