iA Financial Corporation to acquire RF Capital Group Inc.

Executive Summary

• iA Financial Corporation Inc. (iA) has entered into a definitive agreement to acquire RF Capital Group Inc. (RF Capital) for $597 million, adding over $40 billion in assets under administration (AUA) and significantly expanding iA’s presence in the high-net-worth independent wealth management segment.
• The transaction values RF Capital’s common shares at $20.00 per share in cash, representing a premium of approximately 107% to the closing price on July 25, 2025. iA will also acquire RF Capital’s Series B Preferred Shares for $25.00 per share.
• The acquisition is expected to be neutral to core earnings in the first year and accretive to core EPS of at least $0.15 in the second year, with integration costs of approximately $60 million over three years.

Key Details

• Transaction Structure: iA will acquire all issued and outstanding common shares of RF Capital for $20.00 per share in cash. Additionally, iA will acquire all issued and outstanding Cumulative 5-Year Rate Reset Preferred Shares, Series B, for $25.00 per share in cash (plus accrued dividends).
• Total Consideration: The total purchase price is $597 million, comprising a $370 million valuation for RF Capital’s fully diluted equity and $227 million in financial obligations (revolving debt and preferred shares).
• Valuation Metrics: The purchase price represents a multiple of 6.7x the last 12 months fully synergized EBITDA (ended March 31, 2025) and 1.5% of RF Capital AUA as at June 30, 2025.
• Premiums: The $20.00 per share price represents a premium of approximately 107% to the TSX closing price of $9.65 on July 25, 2025, and approximately 102% to the 30-day volume weighted average share price of $9.93.
• Funding: The transaction will be funded by iA’s existing cash on hand.
• Financial Impact:
  • Expected to reduce iA’s solvency ratio by about 6 percentage points.
  • Expected to reduce capital available for deployment by about $0.6 billion.
  • Expected to be neutral to core earnings in Year 1.
  • Expected to be accretive to core EPS of at least $0.15 in Year 2.
  • Supports iA’s core return on common shareholders' equity target of 17%+ in 2027.
• Integration Costs: Transaction and integration costs are estimated at approximately $60 million before tax, to be incurred over the first three years, mostly in the first year.
• Advisor Retention: A retention strategy will be deployed to maintain and grow the national distribution network; costs for this strategy are in addition to the purchase price.
• Synergies: Expected synergies include cost savings from third-party provider consolidation, corporate function integration, and technology/AI alignment, as well as revenue synergies from combined open-architecture platforms and geographic growth.
• RF Capital Profile: RF Capital operates under the Richardson Wealth brand, has over $40 billion in AUA (as of June 30, 2025), and 23 offices across Canada.
• Supporting Shareholders: Richardson Financial Group Limited, owning ~44.32% of RF Capital common shares, along with directors and senior officers, have entered into support agreements to vote in favor of the transaction.
• Regulatory and Fairness Opinions: The RF Capital Board unanimously recommends the transaction. Fairness opinions were provided by CIBC Capital Markets and Cormark Securities Inc., stating the consideration is fair from a financial point of view.
• Closing Conditions: Closing is expected in Q4 2025, subject to approval by at least two-thirds of votes cast by common shareholders and Series B preferred shareholders (though preferred approval is not a condition to completion), regulatory approvals, and court approval.
• Delisting: Upon completion, RF Capital intends to delist its common shares and preferred shares (if approved) from the TSX and cease to be a reporting issuer.
• Shareholder Meeting: RF Capital intends to mail a circular in the coming weeks and hold the shareholder meeting no later than September 22, 2025.

Notable Quotes

• Denis Ricard, President and CEO of iA Financial Group: “This acquisition aligns with iA's unique model... by expanding our reach in target segments and enhancing our scalable distribution model... We strongly affirm our commitment to the value of advice by empowering advisors with best-in-class tools and preserving their independence so they can assist clients feel secure about their financial future.”
• Stephan Bourbonnais, Executive Vice-President Wealth Management, iA Financial Group: “The addition of RF Capital reinforces iA Wealth’s position as a leading non-bank wealth platform in Canada... By bringing together complementary distribution models, this transaction propels total iA Wealth’s advisory network AUA to about $175 billion and creates scale advantages in pricing, distribution, digital and brand strength.”
• Dave Kelly, President and CEO of RF Capital: “This milestone marks an exciting new chapter for RF Capital. By joining forces with iA, we unlock powerful opportunities across technology, product innovation, and operational scale... Our advisors will continue to operate independently under the Richardson Wealth brand, backed by the financial strength and stability of iA Financial Group.”
• Don Wright, Chair of the RF Capital Board of Directors: “RF Capital's board unanimously recommends this transaction, which brings excellent value to all stakeholders and provides a great home for our advisors, employees and clients to continue thriving.”
• Sandy Riley, President and CEO of Richardson Financial Group Limited: “We fully support the board's decision to accept iA's offer as being the best path forward to unlocking value for all stakeholders... This is an important decision for us given our support of the firm for over 20 years.”