Canadian Western Bank (CWB) M&A announcement summary

Deal rationale and strategic fit

• The acquisition creates a coast-to-coast competitor, expanding geographic footprint, client coverage, and product offerings across Canada by combining complementary strengths and platforms.

• Enhances domestic growth in personal, commercial, and wealth management banking, with a focus on priority sectors such as energy, agriculture, and renewables.

• Strengthens presence in Western Canada, maintaining local headquarters, Edmonton-based leadership, and community investment.

• Builds on strong cultural alignment, shared values, and disciplined risk management to support successful integration and future growth.

• Increases pro forma total assets to $484B and assets under management/administration to $859B.

Financial terms and conditions

• The $5.0 billion all-share transaction values each CWB share at $52.24, with a fixed exchange ratio of 0.45 National Bank shares per CWB share, representing up to a 110% premium to the last closing price.

• CWB shareholders will own about 10.5% of the combined entity on a pro forma basis.

• 100% of CWB common shares to be acquired, excluding the 5.9% already owned by the acquirer.

• $1 billion equity financing through public and private subscription receipt offerings will support capital ratios and transaction expenses.

• The deal is expected to close by the end of 2025, subject to regulatory and shareholder approvals.

Synergies and expected cost savings

• Identified run rate cost and funding synergies of approximately $270 million per year before tax, fully realized by year three post-closing.

• Cost savings will come from technology, infrastructure, operational efficiencies, shared services, and process automation, with 50% realized by year 1, 75% by year 2, and full realization by year 3.

• Revenue opportunities have been identified but are not included in accretion metrics.

• Pre-tax integration costs are expected to total $400 million, incurred 50% at closing, 30% in year 1, and 20% in year 2.

• Transaction is expected to be accretive to adjusted EPS on run-rate cost and funding synergies.