Phillips, Hager & North Investment Management Joins Forces with RBC



    Clients to Benefit from Combination of Two Asset Management Leaders

    TORONTO and VANCOUVER, Feb. 21 /CNW/ - Royal Bank of Canada (RY on TSX
and NYSE) today announced that it has entered into a definitive agreement to
acquire Phillips, Hager & North Investment Management Ltd. (PH&N). The
transaction is subject to regulatory approvals and other customary closing
conditions and is expected to close on or about April 30, 2008.
    Under the terms of the agreement, PH&N shareholders will receive
27 million RBC common shares, with a portion deferred until three years after
closing. The transaction is not expected to have a material impact on earnings
per share in the near term.
    "We've chosen to join forces with RBC because of the many benefits it
affords PH&N clients, especially with respect to the kinds of investment
opportunities they will need to be successful over the long term," said John
Montalbano, President of PH&N. "RBC has the commitment and resources to
leverage our strengths with institutional, private client and mutual fund
clients. In all, it's a great result for our clients, for the two companies,
and for our people who have made PH&N the success it is today."
    "Success in our business is always driven by the quality of our people.
We are thrilled that such a talented and committed team is joining us at RBC,"
said Gord Nixon, CEO of RBC.
    "Together, our vision is to be a clear leader among Canadian-based asset
management companies, and to continue to grow our global capabilities in
investment management for institutional, retail and high net worth clients,"
said George Lewis, Group Head of RBC Wealth Management and currently CEO of
RBC Asset Management.
    Third party rankings and surveys position PH&N highly for both
performance and client service - two competitive strengths shared by RBC.
"This transaction leverages the respective strengths and growth opportunities
of two leading asset management companies," said Mr. Lewis. "We are extremely
proud of the success of RBC's industry leading investment performance, most
recently reflected in our receipt of the 2007 "Best Overall Fund Group" award
in Canada from Lipper Inc., for delivering consistently strong risk-adjusted
performance relative to peers."
    With combined assets under management in Canada exceeding $160 billion
(based on RBC's and PH&N's respective year-ends), the two businesses will form
one of the largest private sector asset managers in Canada. Specifically, the
transaction:

    
    -   Will create one of the largest private client investment counselling
        businesses in Canada with market strengths coast-to-coast, and
        notably in Western Canada;
    -   Will make RBC one of the top five managers in the Canadian
        institutional market for defined benefit and defined contribution
        pension plans;
    -   Will significantly extend RBC's existing leadership in the Canadian
        retail mutual fund market; and
    -   Is expected to be seamless for clients, and create significant
        benefits in terms of advice, expertise and investment options.
    

    Said Mr. Lewis, "We want to be the first choice for every client in
Canada with asset management needs. With this announcement, we have an even
stronger team, a larger playing field, and a well diversified, stable business
mix, with strengths and talent across all asset classes, client segments and
distribution channels of asset management."
    Mr. Montalbano will become CEO of the combined organization comprising
PH&N and RBC's asset management business. Upon closing, PH&N will become part
of RBC Wealth Management. In the new organization, Brenda Vince, the President
of RBC Asset Management, will lead the combined mutual fund and high net worth
businesses. Dan Chornous, currently CIO of RBC Asset Management, will be the
CIO of both PH&N and RBC Asset Management. PH&N's Hanif Mamdani will be Head
of Alternative Investments for both PH&N and RBC Asset Management. Damon
Williams will continue to be Head of Institutional Management at PH&N, which
will remain headquartered in Vancouver.

    About PH&N

    Founded in Vancouver in 1964 and headquartered there, Phillips, Hager &
North Investment Management Ltd. is one of Canada's oldest and largest
independent investment management firms. It employs 300 staff and has
approximately $69 billion of assets under management. Offices are located in
Vancouver, Victoria, Calgary, Toronto and Montreal.

    About RBC Wealth Management

    RBC Wealth Management directly serves affluent and high net worth clients
in Canada, the United States, Latin America, Europe and Asia, and provides
asset management and trust products and services directly and through RBC
partners and third-party distributors. RBC Wealth Management has nearly
$500 billion of assets under administration, more than $160 billion of assets
under management, and more than 3,600 financial consultants, advisors, private
bankers and trust officers.
    A conference call is scheduled to take place on February 21, from
5:00 p.m. to 5:30 p.m. (EST) (2:00 p.m. to 2:30 p.m. (PST.)) and will feature
a presentation followed by a brief question and answer period with analysts.
Interested parties can access this call live on a listen-only basis via
telephone at: 416 695-7806 or 1-888-789-9572, passcode 3253288 followed by the
number sign. Please call between 4:50 p.m. and 4:55 p.m. (EST).
    A recording of the conference call will be available after 8:00 p.m.
(EST) on February 21 until May 21 via telephone at: 416-695-5800 or
1-800-408-3053, passcode 3253288 followed by the number sign.
    Information related to this announcement will be available at:
www.rbc.com/investorrelations.

    The RBC common shares to be issued to securityholders of PH&N in
connection with the transaction described above will not be registered under
the United States Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an applicable exemption
from such Act's registration requirements.

    
                 Caution Regarding Forward-Looking Statements
    

    Certain statements contained in this press release may be deemed to be
forward-looking statements under certain securities laws, including the "safe
harbor" provisions of the United States Private Securities Litigation Reform
Act of 1995 and in any applicable Canadian securities legislation. These
forward-looking statements include, but are not limited to statements with
respect to the acquisition of PH&N by RBC. Forward-looking statements are
typically identified by words such as "believe", "expect", "forecast",
"anticipate", "intend", "estimate", "plan" and "project" and similar
expressions of future or conditional verbs such as "will", "may", "should",
"could", or "would".
    By their very nature, forward-looking statements require us to make
assumptions and are subject to inherent risks and uncertainties, which give
rise to the possibility that our predictions, forecasts, projections,
expectations and other forward-looking information, including statements about
the acquisition of PH&N by RBC will not be achieved. We caution readers not to
place undue reliance on these statements as a number of important factors
could cause our actual results to differ materially from the expectations
expressed in such forward-looking statements. These factors include, but are
not limited to the possibility that the proposed acquisition does not close
when expected or at all because required regulatory or other approvals are not
received or other conditions to the closing are not satisfied on a timely
basis or at all, that RBC and PH&N may be required to modify the terms and
conditions of the proposed transaction to achieve regulatory approval, or that
the anticipated benefits of the transaction are not realized as a result of
such things as the strength of the economy and competitive factors in the
areas where PH&N does business; the impact of changes in the laws and
regulations regulating financial services and enforcement thereof (including
banking, insurance and securities); judicial judgments and legal proceedings;
RBC's ability to complete the acquisition of PH&N and to integrate it with RBC
successfully; reputational risks, and other factors that may affect future
results of RBC and PH&N, including timely development and introduction of new
products and services, changes in tax laws, and technological and regulatory
changes. We caution that the foregoing list of important factors is not
exhaustive. Additional information about these and other factors can be found
in RBC's 2007 Annual Report.
    Except as required by law, Royal Bank of Canada and PH&N assume no
obligation to update the forward-looking statements contained in this press
release.

    /NOTE TO PHOTO EDITORS: A photo accompanying this release is available on
    the CNW Photo Network and archived at http://photos.newswire.ca.
    Additional archived images are also available on the CNW Photo Archive
    website at http://photos.newswire.ca. Images are free to accredited
    members of the media/




For further information:

For further information: Media Inquiries should be directed to: Chris
Dotson, Vice President, Phillips, Hager & North Investment Management Ltd.,
(604) 408-6009; Beja Rodeck, Director, Media & Public Relations, RBC, (416)
974-5506; Rina Cortese, Head, Communications, RBC Wealth Management, Canada,
(416) 974-6970; Investor Relations Inquiries should be directed to: Amy
Cairncross, RBC, (416) 955-7809; William Anderson, RBC, (416) 955-7804


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