EDMONTON, May 16, 2012 – Canadian Western Bank (TSX: CWB) (“CWB” or the “Bank”)
today announced its execution of agreements to purchase 97 per cent of the preferred
shares of National Leasing Group Inc. (the “Preferred Shares”) (“National Leasing”), with
further agreements to acquire the balance expected prior to closing. In exchange for all
Preferred Shares, the Bank will issue $63.5 million of CWB common shares.
On February 1, 2010, CWB acquired 100 per cent of the common shares of National
Leasing. The initial acquisition included contingent consideration equal to 23.75 per cent of
the agreed upon enterprise value and was represented by National Leasing Preferred
Shares. Under the original agreement, the Preferred Shares participated in National
Leasing’s future earnings growth.
“We believe this deal is a win-win for CWB shareholders and all other parties involved,” said
Larry Pollock, President and Chief Executive Officer of CWB. “In addition to being a great
cultural fit, the contributions of National Leasing continue to add tremendous value to CWB
Group. The company’s earnings have effectively doubled since 2009 and there remains
significant growth potential looking forward.”
“Completing this ownership transition earlier than expected supports our strategy to realize
additional business synergies between our group of companies,” continued Mr. Pollock. “It
will simplify financial reporting with the elimination of future accounting charges related to
the contingent consideration. The cost of the purchase is consistent with CWB’s recorded
liability at April 30, 2012, and no material changes are expected to quarterly adjusted net
income. The full payment in CWB common shares was a requirement of the vendors to
complete the deal and will support future growth by augmenting the Bank’s already solid
regulatory capital position.”
The number of CWB common shares to be issued of 2,256,868 is based on the volume
weighted average share price as reported by Bloomberg LP for the 20 trading days from
April 18 to May 15, 2012, inclusive. Finalization of this transaction will increase the Bank’s
Tier 1 regulatory capital ratio by approximately 45 basis points. The purchase is expected to
close May 29, 2012.