MONTREAL, TORONTO and WINNIPEG, Sept. 22 /CNW/ - National Bank Financial
Group (NA; TSX) and Wellington West Holdings Inc. ("Wellington West") jointly
announced today that National Bank Financial Group has agreed to acquire a
12.5 per cent fully diluted equity interest in Wellington West. National Bank
Financial Group will pay to Wellington West $35.8 million or $54.40 per share.
This price is the same as Wellington West's recently completed $12.5 million
share rights offering with its shareholders. In addition, Wellington West will
be entitled to receive a capital contribution from National Bank Financial
Group up to an additional $35 million, or the equivalent of $53.10 per share,
if it achieves certain earnings targets over the next three years.
As part of the overall transaction, National Bank Financial Group has a
right to acquire up to an additional five per cent of Wellington West's equity
in the event that existing shareholders wish to sell their shares from time to
time. Purchases of the additional five per cent will be done at pricing which
is based upon Wellington West's future share issuance transactions.
Completion of the transaction is subject to a number of conditions,
including certain regulatory approvals and the adoption of a new shareholders
agreement by holders of at least two-thirds of Wellington West's shares.
Closing of the transaction is expected in mid-October 2008.
"This is a turning point in the history of Wellington West," said Charlie
Spiring, founder and CEO, Wellington West Holdings, Inc. "Fifteen years ago we
opened a boutique investment firm in Winnipeg and seven years ago we made the
leap to grow nationally. Today we are a coast-to-coast full-service wealth
management firm with a clear shot at becoming the top independent firm in the
country. Through it all, we have never lost our deeply entrepreneurial spirit
and our commitment to first-class client service and personal attention."
"Our investment reflects National Bank Financial Group's commitment to
invest in wealth management businesses across the country and expand our
distribution alternatives, even in the current challenging market
environment," said Luc Paiement, Executive Vice President Wealth Management,
National Bank Financial Group and Co-President and Co-CEO of National Bank
Financial Inc. "We have tremendous respect for what Charlie has achieved in
building one of Canada's premiere wealth management firms and we have great
confidence in Wellington West's growth potential and leadership within the
"This capital will allow us to do more of what we do best," said Kish
Kapoor, President, Wellington West Holdings Inc. "We will continue to
aggressively recruit more top investment advisors and pursue more corporate
finance opportunities. When taken together with our recent rights offering, we
are exceptionally well positioned for future growth."
Wellington West will continue to operate independently under the
leadership of its senior management team led by Mr. Spiring and Mr. Kapoor.
The investment provides National Bank Financial Group with certain
rights, including the right to prevent dilution through the purchase of
additional shares in the future. Wellington West has also granted National
Bank Financial Group a right of first refusal in the event that Wellington
West decides to pursue certain transactions, such as a sale of its business or
a sale of a substantial block of its shares. National Bank Financial Group
will also have a representative on the Wellington West board of directors.
National Bank Financial Group must maintain certain minimum ownership levels
in Wellington West in order to preserve its rights.
Clients of Wellington West have long benefited from the firm's
association with National Bank Financial Group's Correspondent Network for
back office and custodial services. In connection with the investment,
Wellington West has made a five year commitment to continue its relationship
with Correspondent Network.
Recently, Wellington West began offering personal banking services to its
clients through National Bank Financial Group's Partnership Banking division.
The transaction will allow Wellington West to expand the program further.
About Wellington West
The Wellington West group of companies provides full-service brokerage,
financial planning, asset management and capital markets services. In the 15
years since its inception, the employee-owned Wellington West has become one
of the largest and fastest-growing independent full-service investment
operations in Canada with more than $9.6 billion in assets under
administration. Among its many corporate achievements, Wellington West has
earned one of the top two spots as Best Employer in Canada for the past three
years, named one of Canada's Fastest Growing Companies in 2007 and requalified
as one of Canada's 50 Best Managed Companies in 2007. In addition, Wellington
West ranked No. 3 in the 2007 Brokerage Report Card survey, having held the
No. 1 spot for four of the past five years. Wellington West Capital Markets
led the most deals in Canada within the agriculture sector in the first six
months of 2008 and placed among the top three dealers for total dollars raised
in agriculture during this same period. In energy, Wellington West ranked as
No. 9 for dollars raised, partially based on exceptional results in equity
financing for international energy companies, where we were the third most
active dealer in terms of dollars raised from January to June 2008. For more
information, visit www.wellingtonwest.com.
About National Bank of Canada
National Bank of Canada is an integrated group which provides
comprehensive financial services to consumers, small and medium-sized
enterprises and large corporations in its core market, while offering
specialized services to its clients elsewhere in the world. The National Bank
offers a full array of banking services, including retail, corporate and
investment banking. It is an active player on international capital markets
and, through its subsidiaries, is involved in securities brokerage, insurance
and wealth management as well as mutual fund and retirement plan management.
National Bank has close to $122 billion in assets and, together with its
subsidiaries, employs 17,232 people. The Bank's securities are listed on the
Toronto Stock Exchange (NA:TSX). For more information, visit the Bank's
website at www.nbc.ca.
For further information:
For further information: Information (The telephone number provided
below is for the exclusive use of journalists and other media
representatives.): Denis Dubé, Senior Manager, Public Relations Department,
National Bank Financial Group, Tel.: (514) 394-8644; Janine Waschuk,
Wellington West, Tel.: (416) 899-2617, email@example.com