RBC Capital Markets to acquire Seasongood & Mayer

    NEW YORK, April 30 /CNW/ - RBC Capital Markets today announced it has
signed an agreement to acquire Seasongood & Mayer, LLC, the state of Ohio's
top-ranked public finance firm and leading underwriter of municipal debt. As
part of the proposed deal, RBC has also agreed to acquire Seasongood Asset
Management, a wholly owned subsidiary and investment advisor to public funds
clients. Completion of the transaction remains subject to regulatory approvals
and other customary conditions and is expected to close in the second quarter
of 2007. Terms of the transaction were not disclosed.
    The proposed merger bolsters RBC Capital Markets' leadership position in
the U.S. municipal investment banking market while enhancing its overall
presence in Ohio and in K-12 education finance nationally. It will also
provide Seasongood's clients with additional products and services offered by
RBC. In addition to being the top negotiated underwriter in Ohio, the combined
RBC entity, based on 2006 rankings, would be the No.1 ranked municipal bank
nationally in both U.S. middle market issues and the K-12 school finance
sector. RBC Capital Markets ranked eighth last year in the U.S. in
senior-managed negotiated municipal bond underwriting volume.
    "As one of the top states for municipal issuance in the country, Ohio
represents a key strategic growth area for us," said Larry Holtz, Head of
Municipal Markets for RBC Capital Markets. "We are the only top-10 firm in the
U.S. to have a physical presence in the state of Ohio, and this deal will
bring the number of people we have on the ground there to over 100. Acquiring
Seasongood significantly enhances RBC's presence in K-12 finance, further
strengthens our franchise as one of the leading municipal finance platforms in
the United States, and aligns well with our culture and our strategy of having
a local presence to serve clients."
    RBC Capital Markets' municipal finance business ranked in the top five in
2006 in the states of Arizona (1st), Pennsylvania (1st), Colorado (2nd),
Texas (4th) and New Jersey (5th). All five states rank among the top 15 issuer
states in the U.S. Seasongood & Mayer has been the No. 1 ranked municipal
finance firm in Ohio for 12 consecutive years.
    Seasongood Asset Management currently manages $1.5 billion in assets for
public funds clients in the Ohio region. It is intended that this business
will operate under the name RBC Public Fund Services as a joint venture
between RBC Capital Markets and Voyageur Asset Management, a business unit of
RBC Wealth Management.
    "As we continue to work closely with entities within the state of Ohio,
this merger gives us a much broader array of quality products and services,
global strength, and access to the RBC balance sheet, all of which are
essential in our business today," said Todd Braff, a Managing Principal of
Seasongood & Mayer and head of the new business' Ohio operations. "It will
allow us to better serve our clients and maintain our leadership position in a
new, more sophisticated era of public finance.
    "Looking at our proud history as one of Cincinnati's oldest ongoing
companies, it became apparent to us that the absolute best way to ensure the
continuation of our philosophy and history of service was to find a way to
partner with one of the great organizations in our business, RBC Capital
    "By combining Seasongood's geographic leadership, advisory expertise and
longstanding reputation in the marketplace with our strong national municipal
finance platform backed by North America's sixth largest bank, we can add
significant value for our clients both nationally and within the state of
Ohio," said Chris Hamel, RBC Capital Markets' Head of Municipal Finance.
    The transaction is the latest in a series of deals completed by RBC as it
continues to build its presence in the United States and globally. RBC has
announced seven acquisitions in the U.S. in the past nine months, including
recent acquisitions by RBC Capital Markets of Carlin Financial Group, a
broker-dealer known for its proprietary trade execution platform, and Daniels
& Associates, the nation's most active M&A advisor to the cable, telecom,
broadcast and Internet services industries.

    About Seasongood & Mayer

    Headquartered in Cincinnati, Seasongood & Mayer is the oldest securities
firm and largest public finance organization in the state of Ohio. The firm
was established in 1887 with the purpose of specializing in the underwriting
and distribution of fixed-income securities. The firm now dedicates itself to
the underwriting, trading and marketing of municipal bonds. It has been the
No. 1 ranked firm in Ohio for tax-exempt bonds and notes for 12 consecutive

    About RBC Capital Markets

    RBC Capital Markets is the corporate and investment banking arm of RBC,
the masterbrand used by Royal Bank of Canada (RY on the TSX and NYSE), and is
active globally in debt origination, sales and trading, foreign exchange,
infrastructure finance, structured products, metals and mining and energy. Its
North American equity underwriting, sales, trading and research business leads
the Canadian market and supports a significant and growing franchise in the
U.S. middle market. Bloomberg ranks the firm as one of the Top 20 investment
banks globally.

    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, provides asset
management and trust services through RBC partners and third-party
distributors and has over $500 billion of assets under administration, 3,500
financial advisors and $150 billion of assets under management.

    Safe Harbor 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, and RBC
Capital Markets and Seasongood & Mayer, LLC intend that such forward-looking
statements be subject to the safe-harbor created thereby. The words "may,"
"could," "should," "would," "suspect," "outlook," "believe," "plan,"
"anticipate," "estimate," "expect," "intend," "forecast," "objective" and
words and expressions of similar import are intended to identify
forward-looking statements.
    By their very nature, forward-looking statements involve numerous
assumptions, and inherent risks and uncertainties, both general and specific,
and risks exist that predictions, forecasts, projections and other
forward-looking statements, including statements about the proposed
acquisition of Seasongood & Mayer, LLC by RBC Capital Markets, 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 beliefs, plans, objectives, expectations, anticipations,
estimates and intentions 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 Capital Markets and Seasongood
& Mayer, LLC 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 the
Seasongood & Mayer, LLC business 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 Capital Markets ability to complete the acquisition of
Seasongood & Mayer, LLC and to integrate it with RBC Capital Markets
successfully; reputational risks, and other factors that may affect future
results of RBC Capital Markets and the Seasongood & Mayer, LLC business
including changes in trade policies, 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.
    RBC Capital Markets and Seasongood & Mayer, LLC assume no obligation to
update the forward-looking statements contained in this press release.

For further information:

For further information: RBC: New York, Kevin Foster, RBC Capital
Markets, (212) 428-6902, kevin.foster@rbccm.com; Toronto, Katherine Gay, RBC
Capital Markets, (416) 974-6286, katherine.gay@rbc.com; Jackie Braden, RBC,
(416) 974-2124, jackie.braden@rbc.com; Investor Relations: Marcia Moffat, RBC,
(416) 955-7803, marcia.moffat@rbc.com; Amy Cairncross, RBC, (416) 955-7809,
amy.cairncross@rbc.com; Seasongood & Mayer: Ohio, Joe Bride, (513) 368-0848,

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