National Bank of Canada (“NBC”) announced today that it entered into an agreement dated May 9, 2019 with (A) Fiera Capital Corporation (“Fiera Capital”) pursuant to which, through one of its wholly-owned subsidiaries, NBC will sell, and Fiera Capital will purchase (for cancellation), 2,450,000 Class A subordinate voting shares of Fiera Capital (the “Class A Shares”) at a price of $12.00 per Class A Share (the “Fiera Transaction”); and (B) Natixis Investment Managers Canada Holdings Ltd. (“Natixis”), among others, pursuant to which NBC will sell, and Natixis will purchase, 8,230,000 Class A Shares at a price of $12.00 per Class A Share (the “Natixis Transaction” and collectively with the Fiera Transaction which will occur concurrently, the “Sales”), for aggregate gross proceeds to NBC of $128,160,000.
Immediately before the Sales, NBC, through a wholly-owned subsidiary, beneficially owned 17,583,484 Class A Shares, representing as of May 8, 2019 approximately 21.9% of the outstanding Class A Shares and approximately 17.6% of all outstanding Fiera Capital shares.
Upon completion of the Sales and related cancellation of Class A Shares under the Fiera Transaction which are expected to occur May 9, 2019, NBC, through this subsidiary, will beneficially own 6,903,484 Class A Shares, or approximately 8.9% of the then issued and outstanding Class A Shares and approximately 7.1% of all outstanding Fiera Capital shares.
NBC has elected to monetize a portion of its holdings to redeploy the capital in its core activities. NBC has no other current plans to dispose of its remaining investment in Fiera Capital but may elect to further decrease its investment in the future based upon market or other considerations, whether by sales on the market, by private placement or otherwise.
NBC expects to record a net gain of approximately $65,000,000 in the third quarter of fiscal 2019 as a result of the Sales. NBC estimates that the Sales will increase its common equity Tier 1 (CET1) ratio by approximately 25 basis points in the same quarter. NBC expects a neutral impact on its recurring diluted earnings per share starting fiscal 2019.
Martin Gagnon has resigned from the Board of Directors of Fiera Capital. Effective upon the closing of the Sales, NBC will no longer have representation on Fiera Capital’s Board.
On August 31, 2018, NBC and Fiera Capital agreed to extend the Assets Under Management Agreement for an additional three years, until June 30, 2022. NBC intends to continue to invest in the development of the long-term commercial relationship between the two organizations, through continuing product distribution and sub-advisory mandates, among other initiatives.
An early warning report relating to this transaction will be filed on SEDAR under Fiera Capital’s profile at www.sedar.com. To obtain a copy of such report, please contact NBC’s Secretariat, at secretariat.corporatif@bnc.ca. NBC is a Canadian bank governed by the Bank Act (Canada), with a head office located at 600 De La Gauchetière Street West, 4th Floor, Montreal, Quebec, H3B 4L2. The head office of Fiera Capital is located at 1501 McGill College Avenue, Suite 800, Montreal, Quebec, H3A 3M8.