City National Announces Preliminary Results of Stockholder Election for Merger Consideration
October 29, 2015
LOS ANGELES –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 proceduresthat 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.
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.”
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Christopher J. Carey, City National, 310.888.6777