City National Announces October 29, 2015 Election Deadline For Common Stockholder Merger Consideration
September 28, 2015
LOS ANGELES — City National Corporation (NYSE: CYN) today announced an election deadline of 3 p.m. Eastern time on October 29, 2015, unless extended, for City National common stockholders to elect the form of consideration they wish to receive in the company’s previously announced merger with Royal Bank of Canada (RBC).
The election materials are being sent to City National’s common stockholders in anticipation of the merger closing on or about November 2, 2015, or as soon thereafter as practicable based on the timing of the receipt of all necessary regulatory approvals and satisfaction of customary closing conditions.
City National also announced today that its Board of Directors has approved a regular quarterly common stock cash dividend of $0.35 per share, payable on October 20, 2015 to City National common stockholders of record on October 13, 2015.
Election Deadline Details
As previously announced, City National common stockholders may elect to receive, for their shares of City National common stock, cash, RBC common shares, or a combination of cash and RBC common shares. The documents necessary for City National common stockholders to make an election for their merger consideration were mailed to City National common stockholders beginning on September 28, 2015. The anticipated election deadline is 3 p.m. Eastern time on October 29, 2015, unless extended (the “Election Deadline”), for City National common stockholders to elect the form of consideration they wish to receive in the merger. The cash and stock elections will be subject to proration and adjustment procedures, which are further described in the election materials and the Agreement and Plan of Merger (the “merger agreement”), dated as of January 22, 2015, by and among RBC, City National and RBC USA Holdco Corporation, a direct, wholly owned subsidiary of RBC. Although the parties currently anticipate a closing date of November 2, 2015, the mailing of the election materials is not intended to indicate whether and/or when the necessary regulatory approvals will be received or the necessary closing conditions will be satisfied, or to confirm any particular closing date for the merger.
As further described in the election materials, to make a valid election, City National registered common stockholders must deliver to Computershare Investor Services Inc., the exchange agent for the transaction, prior to the Election Deadline, a properly completed election form and letter of transmittal, together with their City National stock certificates, and a completed Internal Revenue Service (“IRS”) Form W-9 (or the appropriate IRS Form W-8, as applicable). City National common stockholders who hold their shares through a broker, dealer, commercial bank, trust company or other nominee must make their elections through such broker, dealer, commercial bank, trust company or other nominee. City National common stockholders should carefully read all of the election materials provided to them before making their election.
Any shareholders who do not make a proper election by the Election Deadline will have no control over the type of consideration they receive and their shares of City National common stock may be exchanged for cash, RBC common shares or a combination of both, depending on the elections of other City National common stockholders and subject to procedures in the merger agreement.
City National common stockholders who have questions regarding the election procedures, who want up-to-date information on the Election Deadline or who wish to obtain copies of the election materials may contact Computershare Investor Services Inc., the exchange agent for the transaction, at (866) 586-7635.
Account holders in the City National Corporation Profit Sharing Plan must submit their merger consideration directions through the procedures described in the materials provided to them. Ellen Philip Associates, Inc., the independent plan tabulator, must receive the directions of plan participants no later than 2:00 pm Eastern time on Wednesday, October 28, 2015. If the election deadline for City National common stockholders is extended, the deadline for participants in the plan to give their merger consideration directions will be moved to 2:00 pm Eastern time on the last business day prior to the election deadline for City National common stockholders.
Plan participants who have any questions about the procedures for submitting their merger consideration directions for their plan shares should contact the Ellen Philip Associates, Inc. at 212-807-0477.
Free copies of City National’s proxy statement dated April 22, 2015, which includes the merger agreement as Appendix A, as well as other filings containing information about City National and RBC, may be obtained at the SEC’s website, www.sec.gov, or on City National’s website, www.cnb.com, RBC’s website, www.rbc.com or from City National or RBC upon written or oral request to either.
Christopher J. Carey, 310.888.6777