TORONTO, Nov. 25, 2020 /CNW/ - Intact Financial
Corporation (TSX: IFC) ("Intact" or the "Company") announced today
that it has completed its previously announced private placement of
subscription receipts (the "Private Placement") to Caisse de dépôt
et placement du Québec ("CDPQ"), Canada Pension Plan Investment
Board ("CPP Investments") and Ontario Teachers' Pension Plan Board
("Ontario Teachers'") of an aggregate of 23.8 million
Subscription Receipts at a price of $134.50 per subscription receipt for aggregate
gross proceeds of approximately $3.2
billion. CDPQ, CPP Investments, and Ontario Teachers' have
committed $1.5 billion, $1.2 billion, and $0.5
billion, respectively and will be entitled to a transaction
fee upon closing of the Acquisition (as defined below).
The proceeds from the Private Placement will be held in escrow
and are intended to be used by Intact to fund a portion of the
purchase price for its previously announced proposed acquisition
(the "Acquisition") of the entire issued and to be issued share
capital of RSA, to be carried out by the Company together with Tryg
A/S.
Each subscription receipt will entitle the holder to receive one
common share of Intact as well as a dividend equivalent payment
upon closing of the Acquisition.
The closing of the Acquisition is expected to occur in the
second quarter of 2021 subject to receipt of the relevant approvals
or clearances from RSA shareholders and the relevant regulatory and
antitrust authorities and the satisfaction or (where capable of
waiver) waiver of other conditions to closing.
Additional information on the Acquisition is available at
Intact's website at https://www.intactfc.com/English/investors/.
The subscription receipts and the common shares of Intact have
not been, and will not be, registered under the U.S. Securities
Act, or the securities laws of any state of the United States and may not be offered, sold
or delivered, directly or indirectly, within the United States, except in certain
transactions exempt from, or not subject to, the registration
requirements of the U.S. Securities Act and applicable state
securities laws. This press release does not constitute an offer to
sell or a solicitation of an offer to buy any of these subscription
receipts within the United
States.
About Intact Financial Corporation
Intact Financial Corporation is the largest provider of property
and casualty (P&C) insurance in Canada and a leading provider of specialty
insurance in North America, with
over $11 billion in total annual
premiums. The Company has approximately 16,000 employees who serve
more than five million personal, business and public sector clients
through offices in Canada and the
U.S.
In Canada, Intact 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. Frank Cowan Company, a
leading MGA, distributes public entity insurance programs including
risk and claims management services in Canada.
In the U.S., Intact Insurance Specialty Solutions provides a
range of specialty insurance products and services through
independent agencies, regional and national brokers, wholesalers
and managing general agencies. Products are underwritten by the
insurance company subsidiaries of Intact Insurance Group
USA, LLC.
About Caisse de dépôt et placement du Québec
Caisse de dépôt et placement du Québec (CDPQ) is a long-term
institutional investor that manages funds primarily for public and
para-public pension and insurance plans. As at June 30, 2020,
it held CA$333.0 billion in net assets. As one of Canada's leading institutional fund managers,
CDPQ invests globally in major financial markets, private equity,
infrastructure, real estate and private debt. For more information,
visit www.cdpq.com, follow us on Twitter @LaCDPQ or consult
our Facebook or LinkedIn pages.
About Canada Pension Plan Investment Board
Canada Pension Plan Investment Board (CPP Investments™) is a
professional investment management organization that manages the
Funds in the best interest of the more than 20 million contributors
and beneficiaries of the Canada Pension Plan. In order to build
diversified portfolios of assets, investments are made around the
world in public equities, private equities, real estate,
infrastructure and fixed income. Headquartered in Toronto, with offices in Hong Kong, London, Luxembourg, Mumbai, New York
City, San Francisco, São
Paulo and Sydney, CPP Investments
is governed and managed independently of the Canada Pension Plan
and at arm's length from governments. At September 30, 2020, the Fund totalled
C$456.7 billion. For more
information, please visit www.cppinvestments.com or
follow us on LinkedIn, Facebook or Twitter.
About Ontario Teachers' Pension Plan
The Ontario Teachers' Pension Plan Board (Ontario Teachers') is
the administrator of Canada's
largest single-profession pension plan, with $204.7 billion in net assets (all figures at
June 30, 2020 unless noted). It holds
a diverse global portfolio of assets, approximately 80% of which is
managed in-house, and has earned an annual total-fund net return of
9.5% since the plan's founding in 1990. Ontario Teachers' is an
independent organization headquartered in Toronto. Its Asia-Pacific regional offices are in
Hong Kong and Singapore, and its Europe, Middle
East & Africa region
office is in London. The
defined-benefit plan, which is fully funded as at January 1, 2020, invests and administers the
pensions of the province of Ontario's 329,000 active and retired teachers.
For more information, visit otpp.com and follow us on
Twitter @OtppInfo.
Cautionary note regarding forward-looking statements
Certain of the statements included in this press release about
the Private Placement, the Acquisition or any other future events
or developments constitute forward-looking statements. 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. Unless otherwise indicated, all forward-looking
statements in this press release are made as of November 25, 2020 and are subject to change after
that date.
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. In addition to other
estimates and assumptions which may be identified herein, estimates
and assumptions have been made regarding, among other things, the
receipt of all requisite approvals in a timely manner and on terms
acceptable to the Company, the realization of the expected
strategic, financial and other benefits of the Acquisition, and
economic and political environments and industry conditions.
However, the completion of the Acquisition is subject to customary
closing conditions, termination rights and other risks and
uncertainties, including, without limitation, regulatory approvals,
and there can be no assurance that the Acquisition will be
completed within the anticipated timeframe or at all.
All of the forward-looking statements included in this press
release are qualified by these cautionary statements and those made
in the section entitled Risk Management (Sections 22-27) of our
MD&A for the year ended December 31,
2019, the section entitled Risk Management (sections 17-18)
of our MD&A for the quarter ended September 30, 2020 and the section entitled Risk
Factors - Risks Related to the Acquisition of our presentation
entitled "Building a Leading P&C Insurer" dated November 18, 2020 and available on our website.
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.
Investors should not rely on forward-looking statements to make
decisions, and investors should ensure the preceding information is
carefully considered when reviewing forward-looking statements
contained herein. The Company and management have no intention and
undertake 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.
Disclaimer
This press release does not constitute or form part of any offer
for sale or solicitation of any offer to buy or subscribe for any
securities nor shall it or any part of it form the basis of or be
relied on in connection with, or act as any inducement to enter
into, any contract or commitment whatsoever.
The information contained in this press release concerning the
Company does not purport to be all-inclusive or to contain all the
information that an investor may desire to have in evaluating
whether or not to make an investment in the Company. The
information is qualified entirely by reference to the Company's
publicly disclosed information and the cautionary note regarding
forward-looking statements included in this press release.
No representation or warranty, express or implied, is made or
given by or on behalf of the Company or any of its the directors,
officers or employees as to the accuracy, completeness or fairness
of the information or opinions contained in this press release and
no responsibility or liability is accepted by any person for such
information or opinions. In furnishing this press release, the
Company does not undertake or agree to any obligation to provide
investors with access to any additional information or to update
this press release or to correct any inaccuracies in, or omissions
from, this press release that may become apparent. The information
and opinions contained in this press release are provided as at the
date of this press release. The contents of this press release are
not to be construed as legal, financial or tax advice. Each
investor should contact his, her or its own legal adviser,
independent financial adviser or tax adviser for legal, financial
or tax advice.
SOURCE Intact Financial Corporation