FOLLOW US

Four firms are steering the legal framework for a landmark agreement where National Bank of Canada will acquire Canadian Western Bank (CWB). This merger, valuing CWB at approximately CA$5 billion ($3.7 billion), propelled its stock to soar over 70% on Wednesday.

4 Firms Steer $3.7B Canadian Banking Merger : Legal Teams Involved

McCarthy Tétrault LLP and Mayer Brown LLP are representing National Bank, while Torys LLP is advocating for CWB. Additionally, Fasken Martineau DuMoulin LLP is representing the pension fund Caisse de dépôt et placement du Québec, which is supporting National Bank with a CA$500 million investment, according to a statement released late Tuesday.

4 Firms Steer $3.7B Canadian Banking Merger : Deal Structure

National Bank plans to acquire all issued and outstanding common stock of CWB through a share exchange, uniting "complementary banks with complementary footprints and established positions in Western Canada," the statement noted. Each CWB share will be exchanged for 0.45 shares of National Bank, valuing CWB shares at CA$52.24 each, which is a 100% premium to their 20-day volume-weighted average trading price.

Market Reaction

CWB's stock skyrocketed more than 70% to approximately CA$42.40 per share on Wednesday following the announcement.

4 Firms Steer $3.7B Canadian Banking Merger : Strategic Benefits

"This combination will provide customers with access to a broader range of services, expertise, and products, along with the benefits of supporting technological investment and innovation," said Laurent Ferreira, president and CEO of National Bank, in a statement. "When we combine these strengths with our commercial and retail banking offering, leading wealth management, and capital markets franchises, we will be able to do more for clients, both existing and new, and unlock significant value creation opportunities."

CWB's Profile

Edmonton, Alberta-based CWB is a full-service bank with a $37 billion loan portfolio. It offers business and personal banking, equipment financing, trust services, and wealth management through 39 branches across Western Canada and Ontario. The acquisition is expected to enhance National Bank's commercial banking portfolio by about 52%.

4 Firms Steer $3.7B Canadian Banking Merger : Closing Timeline

The transaction is anticipated to close by the end of 2025, pending approvals from CWB shareholders and regulators.

Leadership Perspectives

"We are proud to come together with National Bank and are confident that this combination will create incredible value for our clients, teams, communities, and our shareholders," said Chris Fowler, CEO of CWB. "Together, we can offer Canadians more choice by combining CWB's four-decade legacy of serving business owners and their families with National Bank's scale, complementary market expertise, and the technological capabilities necessary to accelerate our growth."

Financial Advisers

NBF is the lead financial adviser to National Bank, with Jefferies Securities Inc. providing a fairness opinion to National Bank's board. J.P. Morgan is the exclusive financial adviser to CWB and is providing a fairness opinion to its board.