Laurentian Bank Announces Filing of Circular for Special Meeting of Shareholders

Executive Summary

• Laurentian Bank filed its management proxy circular for a special shareholders’ meeting on Feb 5, 2026 to approve the acquisition of all outstanding common shares by Fairstone Bank at $40.50 per share (≈$1.9 billion total).
• The transaction is coupled with National Bank’s purchase of Laurentian’s retail and SME assets; both are presented as fair, cash‑only considerations providing immediate liquidity to shareholders.
• Board and special committee unanimously recommend a “FOR” vote, citing fairness opinions, premium pricing, head‑office commitments in Québec, and anticipated strategic benefits.

Key Details

• Meeting Information: Feb 5, 2026 at 9:30 a.m. ET, virtual webcast & in‑person location (LUMI, Montréal). Shareholders of record as of Dec 23, 2025 eligible to vote.
• Acquisition Transaction Terms:
• Purchase price: $40.50 per share cash.
• Premium: ~20% over closing price on Dec 1, 2025 ($33.76) and ~22% over 20‑day VWAP ending Dec 1, 2025.
• Total consideration: ≈ $1.9 billion payable in cash to shareholders.
• Retail/SME Transaction: National Bank of Canada will acquire selected retail and SME assets and assume related liabilities (definitive agreement announced Dec 2, 2025).
• Fairness Opinions: Provided by J.P. Morgan (financial advisor to Laurentian) and Blair Franklin Capital Partners Inc. (independent advisor to the special committee), confirming financial fairness of the cash consideration.
• Support Agreements:
• La Caisse (≈8% of shares) entered a voting/support agreement to vote “FOR.”
• Directors & executive officers (collectively <1% of shares) also agreed to vote “FOR.”
• Head‑Office Commitments: Fairstone Bank will keep Laurentian’s head office in Québec and relocate its own head office to Québec prior to closing.
• Strategic Rationale / Benefits:
• Immediate cash liquidity for shareholders.
• Ability for Laurentian to focus on specialized commercial business while retaining brand identity.
• Continuity of services for retail/SME clients through National Bank’s expanded platform.
• Dividends: The transaction agreement allows Laurentian to continue declaring and paying its regular quarterly cash dividend prior to closing, if declared by the Board.

Notable Quotes

(No direct quotes were provided in the release.)