City National Announces Preliminary Results of Stockholder Election for Merger Consideration
30 Oktober 2015 - 7:20AM
City National Corporation (NYSE:CYN) today announced the
preliminary results of the elections made by its common
stockholders as to the form of consideration they wish to receive
in City National's merger with Royal Bank of Canada (RBC).
As previously announced, the cash and stock
elections will be subject to proration and adjustment procedures
that are further described in the election materials and the
January 22, 2015 merger agreement by and among RBC, City National
and RBC USA Holdco Corporation, a direct, wholly owned subsidiary
of RBC. Subject to those proration and adjustment procedures,
common stockholders of City National had the option to elect to
receive for each share of City National common stock (except
excluded shares and dissenting shares as set forth in the merger
agreement) either cash or RBC common shares, each in an amount as
calculated in accordance with the terms of the merger
agreement.
Based on available information as of the election
deadline of 3:00 p.m., Eastern Time, on October 29, 2015, the
exchange agent for the election process advised that the
preliminary merger consideration election results were as
follows:
- Holders of approximately 24,118,398 shares of City National
common stock, or approximately 43.1% of the outstanding shares of
City National common stock, elected to receive RBC shares;
- Holders of approximately 15,908,048 shares of City National
common stock, or approximately 28.4% of the outstanding shares of
City National common stock, elected to receive cash; and
- Holders of approximately 15,927,224 shares of City National
common stock, or approximately 28.5% of the outstanding shares of
City National common stock, chose no election or did not make a
valid election prior to the election deadline.
These are preliminary results. After the final
results of the merger consideration election process are
determined, the final allocation of merger consideration will be
calculated in accordance with the terms of the merger
agreement.
These preliminary results do not include restricted shares or
shares in City National's 401(k) profit-sharing plan.
ABOUT CITY NATIONAL
City National Corporation has $35.6 billion in assets. The
company's wholly owned subsidiary, City National Bank, provides
banking, investment and trust services through 75 offices,
including 16 full-service regional centers, in Southern California,
the San Francisco Bay Area, Nevada, New York City, Nashville and
Atlanta. City National and its investment affiliates manage or
administer $59.4 billion in client investment assets, including
$46.3 billion under direct management.
On January 22, 2015, City National and RBC announced plans to
merge. The two companies expect to complete their merger on or
about November 2, 2015.
For more information about City National, visit the company's
website at cnb.com.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this communication may be deemed
to be forward-looking statements under certain securities laws,
including the "safe harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995 and any applicable
Canadian securities legislation. These forward-looking statements
include, but are not limited to, statements about the expected
effects of the acquisition of City National Corporation by Royal
Bank of Canada, the expected timing of the acquisition and other
statements other than in relation to historical facts.
Forward-looking statements are typically identified by words such
as "believe", "expect", "foresee", "forecast", "anticipate",
"intend", "estimate", "goal", "plan" and "project" and similar
expressions of future or conditional verbs such as "will", "may",
"should", "could" or "would".
By their very nature, forward-looking statements require us to
make assumptions and are subject to inherent risks and
uncertainties, many of which are outside the control of Royal Bank
of Canada and City National Corporation. Forward-looking statements
speak only as of the date they are made and, except as required by
law, neither party assumes an obligation to update the
forward-looking statements contained in this communication. Any
annualized, pro forma, projected and estimated numbers in this
communication are used for illustrative purposes only, are not
forecasts and may not reflect actual results. We caution readers
not to place undue reliance on these statements as a number of
important factors could cause our actual results to differ
materially from the expectations expressed in such forward-looking
statements. These factors include, but are not limited to, the
possibility that the proposed transaction does not close when
expected or at all because required regulatory or other approvals
are not received or other conditions to the closing are not
satisfied on a timely basis or at all, or that the anticipated
benefits of the transaction are not realized when expected or at
all, including as a result of the strength of the economy and
competitive factors in the areas where Royal Bank of Canada and
City National Corporation do business; the impact of changes in the
laws and regulations regulating financial services and enforcement
thereof; the effects of competition in the markets in which Royal
Bank of Canada and City National Corporation operate; judicial or
regulatory judgments and legal proceedings; Royal Bank of Canada's
ability to complete the acquisition and integration of City
National Corporation successfully; and other factors that may
affect future results of Royal Bank of Canada and City National
Corporation including timely development and introduction of new
products and services, Royal Bank of Canada's ability to cross-sell
more products to customers and technological changes.
We caution that the foregoing list of important factors is not
exhaustive. Additional information about these and other factors
can be found in Royal Bank of Canada's 2014 Annual Report on Form
40-F and its third-quarter 2015 Report to Shareholders on Form 6-K
and City National Corporation's 2014 Annual Report on Form 10-K,
each filed with the U.S. Securities and Exchange Commission (the
"SEC") and available at the SEC's website (http://www.sec.gov).
Royal Bank of Canada's material general economic assumptions
underlying certain of the forward-looking statements in this press
release are set out in its 2014 Annual Report under the heading
"Overview and outlook — Economic and market review outlook" and for
each business segment under the heading "Outlook and priorities,"
as updated by its third-quarter 2015 Report to Shareholders under
the heading "Overview and outlook – Economic, market and regulatory
review and outlook."
CONTACT: Financial/Investors
Christopher J. Carey, City National, 310.888.6777
Chris.Carey@cnb.com
Media
Cary Walker, City National, 213.673.7615
Cary.Walker@cnb.com
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