About National Bank
With $454 billion in assets as
at July 31, 2024, National Bank 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 nation-wide 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
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 proposed transaction, the anticipated benefits and
synergies for National Bank resulting from the proposed transaction;
statements regarding the anticipated effect of the proposed
transaction on National Bank’s strategy, operations and financial
performance, including accelerating growth across all business
lines, expanded product and service offerings, cost and funding
synergies, benefits of scale, branch network, and the combined
entity’s increased competitive strength within the Canadian banking
sector; the timing and ability of National Bank and CWB to obtain
the remainder of the required regulatory approvals, the anticipated
timing for the completing of the proposed transaction and the
location of executive and operational leadership. 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 proposed
transaction and the conditions precedent to the closing of the
proposed transaction (including the required approvals); that the
proposed 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 proposed
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 proposed transaction; management’s
estimates and expectations in relation to future economic and
business conditions and other factors in relation to the proposed
transaction and resulting impact on growth and various financial
metrics; the realization of the expected strategic, financial and
other benefits of the proposed 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
proposed 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; and assumptions about the satisfaction of all
closing conditions. 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
nine-month periods ended July 31, 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 regulatory
processes and outcomes in connection with the proposed transaction;
National Bank’s inability to successfully integrate CWB upon
completion of the proposed transaction; the possible delay or
failure to close the proposed transaction; the potential failure to
realize anticipated benefits from the proposed transaction; the
potential failure to obtain the required approvals to the proposed
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 proposed transaction;
National Bank or CWB being adversely impacted during the pendency of
the proposed transaction; 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 third
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 third
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.
