First National takeover receives no-action letter

Executive Summary

• The Competition Bureau issued a no‑action letter, satisfying the Competition Act condition for First National Financial Corp.’s previously announced plan of arrangement.
• All closing conditions (except those only satisfiable at closing) have been met; the transaction is expected to close in October 2025, whereby an acquisition vehicle controlled by Birch Hill Equity Partners and Brookfield Asset Management will acquire all outstanding common shares (excluding founder holdings) at $48 per share cash.
• Upon closing, First National’s Series 3, Series 4, and Series 5 senior unsecured notes will be redeemed in full with accrued interest.

Key Details

• No‑Action Letter: Issued by the Commissioner of Competition confirming no competition concerns for the arrangement.
• Acquisition Vehicle: Newly formed purchaser controlled by private‑equity funds managed by Birch Hill Equity Partners Management Inc. and Brookfield Asset Management.
• Purchase Price: $48 per share in cash for all outstanding common shares, except those held by founders Stephen Smith and Moray Tawse (and affiliates).
• Closing Timeline: Expected to occur in October 2025, subject only to conditions that can be satisfied at closing.
• Dividend Impact: Shareholders will not receive the October monthly dividend if the arrangement closes as scheduled.
• Debt Redemption: At closing, the following notes will be redeemed:
• 2.961 % Series 3 senior unsecured notes due Nov 17 2025
• 7.293 % Series 4 senior unsecured notes due Sept 8 2026
• 6.261 % Series 5 senior unsecured notes due Nov 1 2027
• Redemption Payment: Holders will receive cash equal to the redemption price plus accrued and unpaid interest; payments will be made through intermediaries (brokers, dealers, banks, etc.).

Notable Quotes

(No direct quotes were provided in the release.)