/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
TORONTO, Aug. 18, 2017 /CNW/ - Intact Financial
Corporation (TSX: IFC) ("IFC" or the "Company") announced today
that it has closed its previously announced bought deal offering of
6,000,000 Class A Series 6 Preferred Shares (the "Series 6 Shares")
(the "Offering") underwritten by a syndicate of underwriters (the
"Underwriters") led by CIBC Capital Markets together with BMO
Capital Markets, National Bank Financial and TD Securities Inc.,
resulting in gross proceeds to IFC of $150 million.
The net proceeds from the Offering are intended to be used by
IFC to fund a portion of the purchase price for its previously
announced acquisition (the "Acquisition") of all of the issued and
outstanding shares of OneBeacon Insurance Group, Ltd.
("OneBeacon"). The closing of the Acquisition is expected to
occur in the third quarter or early fourth quarter of 2017 and is
subject to receipt of required regulatory approvals. If the
Acquisition is not completed, the net proceeds of this Offering
will be used for general corporate purposes.
Each Series 6 Share entitles the holder thereof to receive
quarterly non-cumulative preferential cash dividends, if, as and
when declared by the Board of Directors, on the last day of March,
June, September and December in each year at a rate equal to
$0.33125 per share. The initial
dividend, if declared, will be paid on December 29, 2017 and will be $0.49007 per share.
The Series 6 Shares will commence trading today on the Toronto
Stock Exchange under the symbol IFC.PR.F.
The Series 6 Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the Series 6 Shares in any State in
which such offer, solicitation or sale would be unlawful.
About Intact Financial Corporation
Intact Financial Corporation (TSX: IFC) is the largest provider
of property and casualty (P&C) insurance in Canada with over $8.0
billion in annual premiums. Supported by over 12,000
employees, the Company insures more than five million individuals
and businesses through its insurance subsidiaries and is the
largest private sector provider of P&C insurance in
British Columbia, Alberta, Ontario, Québec, Nova Scotia and Newfoundland & Labrador. The Company
distributes insurance under the Intact Insurance brand through a
wide network of brokers, including its wholly owned subsidiary,
BrokerLink, and directly to consumers through belairdirect.
Forward Looking Statements
This press release contains forward-looking statements. When
used in this press release, the words "may", "will", "would",
"should", "could", "expects", "plans", "intends", "trends",
"indications", "anticipates", "believes", "estimates", "predicts",
"likely", "potential" or the negative or other variations of these
words or other similar or comparable words or phrases, are intended
to identify forward-looking statements. This press release contains
forward-looking statements with respect to, among other things, the
financing structure for the Acquisition and the completion of and
timing for completion of the Acquisition.
Forward-looking statements are based on estimates and
assumptions made by management based on management's experience and
perception of historical trends, current conditions and expected
future developments, as well as other factors that management
believes are appropriate in the circumstances. Many factors could
cause the Company's actual results, performance or achievements or
future events or developments to differ materially from those
expressed or implied by the forward-looking statements, including,
without limitation, the following factors: the timing and
completion of the Acquisition; expected competition and regulatory
processes and outcomes in connection with the Acquisition; the
Company's ability to implement its strategy or operate its business
as management currently expects; its ability to accurately assess
the risks associated with the insurance policies that the Company
writes; unfavourable capital market developments or other factors
which may affect the Company's investments, floating rate
securities and funding obligations under its pension plans; the
cyclical nature of the property and casualty insurance industry;
management's ability to accurately predict future claims frequency
and severity, including in the Ontario personal auto line of business, as
well as the evaluation of losses relating to the Fort McMurray wildfires, catastrophe losses
caused by severe weather and other weather-related losses;
government regulations designed to protect policyholders and
creditors rather than investors; litigation and regulatory actions;
periodic negative publicity regarding the insurance industry;
intense competition; the Company's reliance on brokers and third
parties to sell its products to clients and provide services to the
Company; the Company's ability to successfully pursue its
acquisition strategy; the Company's ability to execute its business
strategy; the Company's ability to achieve synergies arising from
successful integration plans relating to acquisitions; the terms
and conditions of the Acquisition; management's expectations in
relation to synergies, future economic and business conditions and
other factors and resulting effect on the metrics used by
management in relation to the Acquisition; the Company's financing
plans for the Acquisition, including the availability of equity and
debt financing in the future; various other actions to be taken or
requirements to be met in connection with the Acquisition and
integrating the Company and OneBeacon after completion of the
Acquisition; the Company's participation in the Facility
Association (a mandatory pooling arrangement among all industry
participants) and similar mandated risk-sharing pools; terrorist
attacks and ensuing events; the occurrence of catastrophe events,
including a major earthquake; the Company's ability to maintain its
financial strength and issuer credit ratings; access to debt
financing and the Company's ability to compete for large commercial
business; the Company's ability to alleviate risk through
reinsurance; the Company's ability to successfully manage credit
risk (including credit risk related to the financial health of
reinsurers); the Company's ability to contain fraud and/or abuse;
the Company's reliance on information technology and
telecommunications systems and potential failure of or disruption
to those systems, including cyber-attack risk; the Company's
dependence on key employees; changes in laws or regulations;
general economic, financial and political conditions; the Company's
dependence on the results of operations of its subsidiaries and the
ability of the Company's subsidiaries to pay dividends; the
volatility of the stock market and other factors affecting the
trading prices of the Company's securities (including the Series 6
Shares); the Company's ability to hedge exposures to fluctuations
in foreign exchange rates; future sales of a substantial number of
its common shares; changes in applicable tax laws, tax treaties or
tax regulations or the interpretation or enforcement thereof; and
the timing of the distribution of Common Shares upon closing of the
Acquisition.
Certain material factors or assumptions are applied in making
these forward-looking statements, including that the additional
financing of the Acquisition is completed; that the Acquisition
will be completed in the third quarter or early fourth quarter of
2017; that the anticipated benefits of the Acquisition to IFC will
be realized, including the impact on growth and accretion in
various financial metrics; that reserves will be strengthened
following closing of the Acquisition; that the protection we have
purchased against adverse reserve developments will be sufficient;
the accuracy of certain cost assumptions, including with respect to
employee retention matters; and the amounts that will be recovered
from certain obligations and litigation matters.
All of the forward-looking statements included or incorporated
by reference in this press release are qualified by these
cautionary statements, those made in the "Risk Management" sections
of management's discussion and analysis of operating and financial
results for the year ended December 31,
2016 and the three and six months ended June 30, 2017 and those made in the prospectus
supplement dated August 11, 2017
filed in respect of the Offering. These factors are not intended to
represent a complete list of the factors that could affect the
Company. These factors should, however, be considered carefully.
Although the forward-looking statements are based upon what
management believes to be reasonable assumptions, the Company
cannot assure investors that actual results will be consistent with
these forward-looking statements. When relying on forward-looking
statements to make decisions, investors should ensure the preceding
information is carefully considered. Undue reliance should not be
placed on forward-looking statements made in this press release.
The Company has no intention and undertakes no obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by
law.
SOURCE Intact Financial Corporation
