First National Financial shareholders approve takeover

Executive Summary

• Shareholders approved First National Financial Corp.’s previously announced plan of arrangement to sell all outstanding shares (except founders’ stakes) to a newly formed acquisition vehicle for $48 per share in cash.
• The resolution received 98.82% approval from all voting shareholders and 92.32% approval from minority shareholders, surpassing the required 66 ⅔% threshold.
• Closing is expected in Q4 2025 pending court approval and customary regulatory clearances.

Key Details

• Transaction Structure: Acquisition vehicle controlled by private‑equity funds managed by Birch Hill Equity Partners Management Inc. and Brookfield Asset Management will acquire all shares (excluding founders’ holdings).
• Purchase Price: $48 per share in cash.
• Shareholder Vote Results:
• Overall approval: 98.82% of votes cast.
• Minority shareholder approval: 92.32% of eligible minority votes.
• Required thresholds met: ≥ 66 ⅔% overall and > 50% minority.
• Closing Conditions: Subject to final court order from the Ontario Superior Court of Justice (Commercial List) – hearing anticipated Oct 3, 2025 – and clearance under Canada’s Competition Act.
• Expected Closing Timeline: Anticipated in the fourth quarter of 2025 once all conditions are satisfied or waived.
• Founders’ Shares: Stephen Smith and Moray Tawse will retain their existing shares; they are excluded from the acquisition.

Notable Quotes

(No direct quotes were provided in the release.)