FIRST NATIONAL RECEIVES NO-ACTION LETTER UNDER THE COMPETITION ACT FOR PLAN OF ARRANGEMENT

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) are now met; the transaction is expected to close in October 2025, resulting in the acquisition of all outstanding common shares (excluding founders’ holdings) at $48.00 per share in cash.
• Upon closing, First National’s Series 3, 4 and 5 senior unsecured notes will be redeemed, and shareholders will forfeit the October monthly dividend.

Key Details

• No‑Action Letter: Issued by the Commissioner of Competition confirming no competition concerns with the arrangement.
• Acquisition Vehicle (Purchaser): Controlled by private‑equity funds managed by Birch Hill Equity Partners Management Inc. and Brookfield Asset Management.
• Purchase Price: $48.00 per share in cash for all outstanding shares not owned by founders Stephen Smith, Moray Tawse, or their affiliates.
• Closing Timeline: Expected to occur in October 2025; all conditions except those only satisfiable at closing have been satisfied.
• Dividend Impact: Shareholders will not receive the October monthly dividend if the arrangement closes as anticipated.
• Debt Redemption: At closing, the following notes will be redeemed:
• 2.961% Series 3 Senior Unsecured Notes due 17 Nov 2025
• 7.293% Series 4 Senior Unsecured Notes due 8 Sep 2026
• 6.261% Series 5 Senior Unsecured Notes due 1 Nov 2027
• Redemption Payment: Holders will receive the applicable redemption price plus accrued and unpaid interest; payments to be made through intermediaries (brokers, dealers, banks, etc.).

Notable Quotes

(No direct quotes were provided in the release.)