National Bank Financial Group invests in Wellington West
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 % 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 independent space.”
“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 #3 in the 2007 Brokerage Report Card survey, having held the #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 #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.
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