FIRST NATIONAL OBTAINS FINAL COURT APPROVAL FOR PLAN OF ARRANGEMENT

Executive Summary

• First National Financial Corp. received final Ontario Superior Court approval for its previously announced plan of arrangement, enabling a private‑equity‑backed acquisition vehicle to purchase all outstanding common shares (except founder holdings) at C$48.00 per share in cash.
• The transaction was approved overwhelmingly by shareholders at a special meeting on September 30, 2025 and is expected to close in October 2025 pending Competition Act clearance and customary closing conditions.

Key Details

• Acquisition Vehicle: Newly‑formed “Purchaser” controlled by private‑equity funds managed by Birch Hill Equity Partners Management Inc. and Brookfield Asset Management.
• Purchase Price: C$48.00 per share in cash.
• Shares Acquired: All outstanding common shares of First National, excluding those held by founders Stephen Smith and Moray Tawse (and their affiliates).
• Shareholder Approval: Special resolution passed at a shareholders’ meeting on September 30, 2025 with overwhelming support.
• Court Order: Final order issued by the Ontario Superior Court of Justice (Commercial List) on October 3, 2025 approving the arrangement under the Business Corporations Act (Ontario).
• Closing Conditions: Subject to Competition Act clearance and satisfaction/waiver of other customary closing conditions outlined in the arrangement agreement dated July 27, 2025.
• Anticipated Closing: Expected in October 2025, contingent on regulatory approval.

Notable Quotes

(No direct quotes were provided in the release.)