EDMONTON, AB, Sept. 3,
2024 /CNW/ - Canadian Western Bank (TSX: CWB)
("CWB") is pleased to announce the voting results from its
special meeting of common shareholders ("CWB Shareholders")
conducted today (the "Meeting") in connection with National
Bank of Canada's ("NBC")
proposal to acquire all of the issued and outstanding CWB common
shares ("CWB Shares") by way of a share exchange (the
"Transaction").
The Transaction requires the approval of 66⅔% of the votes cast
by CWB Shareholders present or represented by proxy and entitled to
vote at the Meeting (the "Required Shareholder Approval").
At the Meeting, the resolution approving the Transaction was
approved by 99.78% of the votes cast by CWB Shareholders. A copy of
the report of voting results will be available on CWB's SEDAR+
profile at www.sedarplus.com and on CWB's website at
www.cwb.com/special-meeting-of-common-shareholders.
In addition to receipt of the Required Shareholder Approval, the
completion of the Transaction is subject to the receipt of required
regulatory approvals and the satisfaction or waiver of other
customary conditions. Assuming that the remaining conditions are
satisfied, it is expected that the Transaction will be completed in
2025.
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.
CWB is firmly committed to the responsible creation of value for
all of its stakeholders and its approach to sustainability will
support its continued success. Learn more at www.cwb.com.
Forward Looking Statements
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 closing 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 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 regulatory 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
Risks Related to the Transaction section of CWB's Management Proxy
Circular for the Meeting (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
common 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 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).
SOURCE CWB Financial Group
