Laurentian Bank of Canada (“Laurentian Bank”), National Bank of Canada (“NBC”) and Fairstone Bank of Canada (“Fairstone Bank”) are pleased to announce the completion of the previously announced transactions between Laurentian Bank and each of NBC and Fairstone Bank, pursuant to which NBC (directly and through certain of its affiliates) acquired Laurentian Bank’s retail and SME banking portfolios (the “Retail/SME Transaction”) and Fairstone Bank acquired through its wholly owned subsidiary, LBC AcquireCo Inc. (“AcquireCo”), all of the issued and outstanding common shares of Laurentian Bank (the “Common Shares”) for $40.50 per Common Share in cash (the “Acquisition Transaction” and, collectively with the Retail/SME Transaction, the “Transactions”).
“This important milestone marks the beginning of a new chapter for our organization and reinforces our position as a specialized commercial bank, allowing us to build on our strengths and focus on the areas where we can create the greatest value,” said Éric Provost, President and Chief Executive Officer of Laurentian Bank of Canada. “By combining our strengths with those of Fairstone Bank, we will be well positioned to further grow our specialized commercial banking business.”
“The acquisition of Laurentian Bank represents a significant step forward in the continued evolution of Fairstone Bank, enhancing the breadth and resilience of our business,” said Scott Wood, President and Chief Executive Officer of Fairstone Bank. “Bringing together complementary businesses will diversify and scale our asset base and funding sources, support sustainable, profitable growth, and unlock opportunities to operate more effectively as we integrate our organizations.”
“Today represents a significant moment for National Bank. With the closing of this transaction, we are pleased to welcome new retail and SME clients shortly and provide them with access to National Bank’s full range of digital services, an expanded suite of financial products, our branch network and our business banking teams. We are proud to embark on this new chapter and look forward to building the next part of our story together,” said Laurent Ferreira, President and CEO of National Bank.
Migration Information
Communications regarding the migration of retail and SME products and services to NBC were provided to Laurentian Bank’s customers whose products and services were acquired by NBC under the Retail/SME Transaction. Customers who have any questions regarding the migration can contact Laurentian Bank at 1-866-499-4886 or visit nbc.ca/lbc.
Delisting of Common Shares
The Common Shares are expected to be delisted from the Toronto Stock Exchange (the “TSX”) at the close of business on November 3, 2026. Laurentian Bank’s Non-Cumulative Class A Preferred Shares, Series 13 (the “Preferred Shares Series 13”) will remain listed on the TSX, and Laurentian Bank will remain a reporting issuer in each of the provinces of Canada for so long as the Preferred Shares Series 13 continue to be listed on the TSX or Laurentian Bank is otherwise required to remain a reporting issuer under applicable Canadian securities laws. Laurentian Bank’s Non-Cumulative 5-Year Fixed Rate Reset Class A Preferred Shares, Series 17, Limited Recourse Capital Notes, Series 1 and 5.095% subordinated non-viability contingent capital notes also remain outstanding in accordance with their terms.
Board of Directors and Management
Following the closing of the Acquisition Transaction, Fairstone Bank implemented changes to the board of directors of Laurentian Bank, which now consists of Stephen Smith (Chair), Michael T. Boychuk (Vice Chair), Andrew Charles, Krystyna Hoeg, Donna Meyers, Robert Ouellette, Robert Pearce, Eric Hoffman, Peter Levitt, Jeff Markusson, Saurabh Rastogi, Steve Shafran and Scott Wood.
Terms of Retail/SME Transaction
Under the Retail/SME Transaction, NBC (directly and through certain of its affiliates) purchased certain assets and assumed certain liabilities relating to Laurentian Bank’s retail and SME banking portfolios, valued at approximately $3.7 billion and $8.0 billion, respectively, based on the valuation methodology set out in the definitive agreement for the Retail/SME Transaction.
Reminder to Holders of Common Shares
Registered holders of Common Shares are reminded to submit a duly completed letter of transmittal and the certificate(s) representing their Common Shares, as applicable, to Computershare Investor Services Inc. (“Computershare”), as depositary, in order to receive the consideration payable under the Acquisition Transaction (the “Consideration”). Registered holders of Common Shares who have questions or require assistance can contact Computershare toll-free at 1-800-564-6253 in North America, or at 1-514-982-7555 outside North America, or by email at corporateactions@computershare.com.
Shareholders who hold their Common Shares through a broker, investment dealer or other intermediary should carefully follow the instructions provided by such broker, investment dealer or other intermediary in order to receive the Consideration.
For additional details regarding the Transactions, see Laurentian Bank’s management proxy circular dated January 5, 2026, a copy of which can be found under Laurentian Bank’s profile on SEDAR+ at www.sedarplus.ca.
Change in Year-End
Following the closing of the Acquisition Transaction, Laurentian Bank changed its financial year-end from October 31 to December 31 to align with Fairstone Bank’s financial year-end. Laurentian Bank’s transition year will be the fourteen-month period from November 1, 2026 to December 31, 2027. Further details regarding the change in financial year-end will be available in Laurentian Bank’s notice of change in financial year-end which will be made available under Laurentian Bank’s profile on SEDAR+ at www.sedarplus.ca.
Required Early Warning Disclosure
AcquireCo is a wholly owned subsidiary of Fairstone Bank, which is indirectly controlled by Stephen Smith. Immediately prior to the closing of the Acquisition Transaction, none of AcquireCo, Fairstone Bank, Mr. Smith, nor any person acting jointly or in concert with any of them, beneficially owned, or exercised control or direction over, directly or indirectly, any Common Shares. As a result of the completion of the Acquisition Transaction on November 1, 2026, AcquireCo directly owns, and each of Fairstone Bank and Mr. Smith indirectly beneficially owns and exercises control or direction over, 44,891,369 Common Shares, representing 100% of the issued and outstanding Common Shares.
Pursuant to the Acquisition Transaction, holders of Common Shares transferred their Common Shares to AcquireCo for cash consideration of $40.50 per Common Share, or approximately $1.8 billion in the aggregate. The purpose of the Acquisition Transaction was for Fairstone Bank, through its wholly owned subsidiary, AcquireCo, to acquire all of the issued and outstanding Common Shares.
AcquireCo is a corporation existing under the laws of Canada, formed for the purposes of completing the Acquisition Transaction. Fairstone Bank is a Schedule I chartered bank subject to the provisions of the Bank Act (Canada). The head office of AcquireCo and Fairstone Bank is located at 630 René-Lévesque Boulevard West, Suite 1400, Montréal, Québec H3B 1S6 and the address of Mr. Smith is 2300 – 145 King Street West, Toronto, Ontario M5H 1J8. The head office of Laurentian Bank is located at 1360 René-Lévesque Boulevard West, Suite 600, Montréal, Québec H3G 0E5.
An early warning report will be filed in accordance with applicable Canadian securities laws and once filed will be available under Laurentian Bank’s profile on SEDAR+ at www.sedarplus.ca. A copy of such report may also be obtained by contacting Caroline Morin, Vice President, Corporate Communications, at +1 833 461-2900 or Caroline.Morin@fairstone.ca.