/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
TORONTO, Dec. 11, 2020 /CNW/ - Intact Financial
Corporation (TSX: IFC) ("Intact" or the "Company") announced today
that it intends to issue $300 million
principal amount of Series 9 unsecured medium term notes (the
"Series 9 Notes") and $300 million
principal amount of Series 10 unsecured medium term notes (the
"Series 10 Notes") (collectively, the "Notes"). The Notes will be
direct unsecured obligations of Intact and will rank equally with
all other unsecured and unsubordinated indebtedness of Intact. The
Series 9 Notes will bear interest at a fixed annual rate of 1.928%
until maturity on December 16, 2030.
The Series 10 Notes will bear interest at a fixed annual rate of
2.954% until maturity on December 16,
2050. The Notes are being offered by way of private
placement to accredited investors in Canada (the "Private Placement"). The
net proceeds from the Private Placement will 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.
If (i) closing of the Acquisition has not occurred prior to
11:59 p.m. (London UK local time) on December 31, 2021, or (ii) in certain
circumstances where: (a) the scheme of arrangement for the
Acquisition lapses or is withdrawn, or (b) if the Acquisition is
implemented by way of a takeover offer, such takeover offer lapses,
terminates or is withdrawn, then Intact will be required to redeem
the Notes at a redemption price equal to 100% of the aggregate
principal amount of the Notes, plus accrued and unpaid interest, if
any, up to, but excluding, the date of redemption.
The Notes, offered on a best efforts basis through a syndicate
co-led by CIBC World Markets Inc., TD Securities Inc., and
National Bank Financial Inc., are expected to be issued on or
about December 16, 2020.
The securities to be offered have not been and will not be
registered under the U.S. Securities Act of 1933, as amended ("U.S.
Securities Act"), and may not be offered or sold in the United
States or to or for the account or benefit of U.S. persons
absent registration or an applicable exemption from the
registration requirements of the U.S. Securities Act. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy such securities in the United
States or in any other jurisdiction where such offer is
unlawful.
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/.
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.
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 December 11, 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
anticipated closing of the Private Placement, the receipt of all
requisite approvals relating to the Acquisition in a timely manner
and on terms acceptable to the Company. However, the completion of
the Private Placement and the Acquisition is each subject to
customary closing conditions, termination rights and other risks
and uncertainties, including, without limitation, in the case of
the Acquisition, regulatory approvals, and there can be no
assurance that the Private Placement and the Acquisition will be
completed within anticipated timeframes 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