FIERA CAPITAL’S PREMIER INDEPENDENT CANADIAN DISTRIBUTION PLATFORM TO BE
ENHANCED WITH ACCESS TO NATIXIS’ GLOBAL ACTIVE INVESTMENT STRATEGIES
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Long-term agreement establishes Fiera Capital as Natixis’ preferred
distributor in Canada - Natixis to acquire an 11.0% stake in Fiera Capital for C$128.16 million
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Fiera Capital intends to repurchase for cancellation 2.45 million
Fiera Class A Shares from National Bank of Canada -
Natixis Investment Managers CEO Jean Raby to join Board of Fiera
Capital
MONTREAL & PARIS–(BUSINESS WIRE)–lt;a href=”https://twitter.com/hashtag/natixis?src=hash” target=”_blank”gt;#natixislt;/agt;–Fiera Capital Corporation (“Fiera Capital”) (TSX: FSZ) and Natixis
Investment Managers (“Natixis”) today announced they have entered into a
long-term strategic partnership that will establish Fiera Capital as
Natixis’ preferred Canadian distribution platform, giving Fiera
Capital’s clients access to Natixis’ wide range of highly active
investment strategies. As part of the agreement, Natixis has
strengthened its commitment to the Canadian market through the
acquisition of an 11.0% stake in Fiera Capital (limited impact on
Natixis’ CET1 ratio), and Natixis Investment Managers’ CEO, Jean Raby,
will join Fiera Capital’s board of directors.
The partnership between Fiera Capital and Natixis includes:
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the acquisition by Natixis of a total of 10.68 million Class A
subordinate voting shares of Fiera Capital (the “Fiera Class A
Shares”) from a wholly-owned subsidiary of National Bank of Canada
(“NBC”), and DJM Capital, an entity controlled by Jean-Guy Desjardins
(“DJM Capital”), for a total consideration of C$128.16 million
(“Natixis Share Acquisition”); -
a long-term distribution agreement under the terms of which Fiera
Capital will become Natixis’ preferred Canadian distributor for its
investment strategies and products, and Natixis is able to offer its
international clients complementary Fiera Capital investment
strategies through its Dynamic Solutions platform; -
a purchase agreement pursuant to which Fiera Capital will acquire
Natixis’ Canadian operations (the “Natixis Canada Transaction”).
Fiera Capital also intends to repurchase for cancellation 2.45 million
Fiera Class A Shares from a wholly-owned subsidiary of NBC for a total
consideration of C$29.40 million (the “Share Repurchase”).
Closing and settlement of the Natixis Share Acquisition and of the Share
Repurchase is expected to occur concurrently on May 9, 2019.
“This partnership with Natixis will further strengthen Fiera
Capital’s global leadership position as we continue to execute on our
2022 strategic plan to become one of the top 100 asset managers in the
world,” said Jean-Guy Desjardins, Chairman and CEO, Fiera Capital. “We
are excited to offer Natixis’ highly rated active global investment
strategies to our Canadian client base and to establish a long-term
partnership with a global player with C$1.2 trillion AUM and a presence
in 38 countries.”
“We are pleased to expand our commitment to the Canadian market by
establishing this long-term partnership with one of its premier asset
managers, Fiera Capital,” said Jean Raby, CEO of Natixis Investment
Managers. “Fiera Capital has an experienced team, a strong track record
and a leading distribution network in Canada, and this partnership will
enable both firms to better serve our clients by offering a broader
range of active investment strategies.”
“Our relationship with Fiera remains strong, and Fiera continues to
be a key provider of asset management services to us. We recently
agreed to extend that relationship for a further three-year period. We
look forward to continuing to work with their management team,” said
Louis Vachon, CEO, National Bank of Canada.
“The long-term distribution agreement with Natixis marks a major
milestone for Fiera Capital and is a testament to our leadership in
Canada and our growing presence worldwide. Furthermore, our distribution
agreement will provide Fiera Capital clients with an expanded suite of
investment strategies and offers the potential for international growth
through Natixis’ Dynamic Solutions offering,” said Vincent Duhamel,
Global President and COO, Fiera Capital.
Natixis Share Acquisition and Share Repurchase Details
Under the terms of a share purchase agreement entered into between,
among others, Natixis Investment Managers Canada Holdings Ltd. (“Natixis
Canada Holdings”) (a wholly-owned Canadian subsidiary of Natixis), NBC,
DJM Capital and Fiera Capital, Natixis will acquire, through Natixis
Canada Holdings, 8.23 million Fiera Class A Shares from a wholly-owned
subsidiary of NBC and 2.45 million Fiera Class A Shares from DJM
Capital, totalling 10.68 million Fiera Class A Shares and representing,
upon completion of the Share Repurchase, 13.7% of the total issued and
outstanding Fiera Class A Shares and 11.0% of the total issued and
outstanding shares of Fiera Capital at a purchase price equal to C$12.00
per share (the “Investment Price”) for a total consideration of C$128.16
million. Natixis will not directly or indirectly hold any shares of
Fiera Capital immediately prior to the completion of the Natixis Share
Acquisition.
Fiera Capital also intends to repurchase for cancellation 2.45 million
Fiera Class A Shares from a wholly-owned subsidiary NBC at a per share
price equal to the Investment Price for a total consideration of
C$29.40 million. The Investment Price represents a discount of 1.0% to
the closing price of the Fiera Class A Shares on the Toronto Stock
Exchange on May 8, 2019. A favourable decision was obtained from the Autorité
des marchés financiers to exempt Fiera from the issuer bid
requirements of securities laws applicable to the Share Repurchase.
Upon completion of the Natixis Share Acquisition and the Share
Repurchase, NBC will own 6,903,484 Fiera Class A Shares and DJM Capital
will own 288,206 Fiera Class A Shares, representing 8.9% and 0.4%,
respectively, of the total issued and outstanding Fiera Class A Shares,
and 7.1% and 0.3%, respectively, of all issued and outstanding Fiera
Capital shares. After completion of the Share Repurchase, Fiera Capital
will have 77,976,287 Fiera Class A Shares and 19,412,401 Class B special
voting shares (the “Fiera Class B Shares”) issued and outstanding.
Distribution Agreement Details
The Distribution Agreement will have a term of five years, with an
initial renewal term of three years and subsequent annual renewal terms
thereafter. Under the terms of the Distribution Agreement, Fiera Capital
will distribute Natixis investment strategies to Canadian institutional,
private wealth and retail clients, and Natixis will offer complementary
Fiera Capital investment strategies, such as their suite of private
market alternative investment strategies, in international markets
through its Dynamic Solutions group as warranted. Natixis affiliates may
retain direct client distribution rights.
Natixis Canada Transaction Details
Fiera Capital will acquire Natixis’ Canadian operations and funds, as
well as enhance the range of strategies it distributes by adding Fiera
Capital’s public and private investment solutions to this established
client network. Natixis’ Canadian operations are based in Toronto and
have approximately C$1.8 billion in AUM.
The manager of the funds will continue to operate as a distinct legal
entity with the existing senior management team intact. There are no
immediate plans to change the investment objectives of the funds,
increase the management fees or operating expenses paid by the funds or
change the role of the manager as manager of the funds.
The Natixis Canada Transaction, which is expected to close in the third
quarter of 2019, is subject to customary conditions, including
applicable regulatory approvals.
Natixis Board Representation
Natixis, through Natixis Canada Holdings, entered into an Investor
Rights Agreement with Fiera Capital entitling Natixis to propose one
director for election to Fiera Capital’s Board of Directors (the
“Natixis Nominee”), subject to Fiera Capital’s consent. In order to
accommodate such appointment, Martin Gagnon has resigned, effective upon
completion of the Natixis Share Acquisition and the Share Repurchase,
from the Board of Directors of Fiera Capital and Jean Raby, CEO of
Natixis Investment Managers, will be appointed to fill the vacancy. It
is also expected that Mr. Raby will be a candidate for election at Fiera
Capital’s upcoming annual shareholders’ meeting to be held on May 30,
2019. In addition, under the terms of the Investor Rights
Agreement, Natixis was granted certain anti-dilution rights allowing it
to maintain its ownership interest in Fiera Capital. The Investor Rights
Agreement shall be effective so long as Natixis holds at least 9.5% of
the outstanding shares of Fiera Capital (on a non-diluted basis and
adjusted downward to take into account certain dilutive events).
Voting Arrangements, Sale Rights; Call Option Agreement and Early
Warning Disclosure
Natixis (through Natixis Canada Holdings) and Jean-Guy Desjardins have
agreed that, in the event that the Fiera Class B Shares are converted
into Fiera Class A Shares or otherwise lose their entitlement to elect
two-thirds of the directors of Fiera Capital, Natixis shall vote in
favour of the election of the slate of directors proposed by management
of Fiera Capital and Jean-Guy Desjardins shall vote, and cause his
affiliates (including Fiera Capital L.P.) to vote, in favour of the
election of the Natixis Nominee.
In addition, Jean-Guy Desjardins was granted the right to require
Natixis to buy up to a maximum of 4.8 million Fiera Class A Shares (or
equivalent units of Fiera Capital L.P.) held, directly or indirectly, by
Jean-Guy Desjardins or entities controlled directly or indirectly by
him, including DJM Capital, exercisable in up to two tranches subject to
satisfaction of the terms and conditions of a Voting Arrangements/Put
Option Agreement (the “Put Options”). The Put Options will be
exercisable based on the market price (as such term is defined in
section 1.11 of National Instrument 62-104 – Take-Over Bids and Issuer
Bids) when the Put Options are exercised. The grant and exercise of the
Put Options is exempted from applicable take-over bid requirements under
the private agreement exemption.
Natixis, through Natixis Canada Holdings, also granted an option (the
“Call Option”) to Fiera Capital L.P. entitling Fiera Capital L.P. to
purchase Natixis’ Fiera Class A Shares at their market value at the time
of exercise of such option in consideration for units of Fiera Capital
L.P. Such purchase would not be subject to or be exempted from
applicable take-over bid requirements under the private agreement
exemption. Fiera Capital L.P. currently holds 6,275,288 Fiera Class A
Shares and 19,412,401 Fiera Class B Shares, representing, in the
aggregate and after completion of the Share Repurchase, 26.4% of all
issued and outstanding shares of Fiera Capital. Fiera Capital L.P. will
be entitled to and intends to exercise the option if its ownership
interest in Fiera Capital decreases to under 20%. Assuming full exercise
of the option on the date hereof, Fiera Capital L.P. would hold
16,955,288 Fiera Class A Shares and 19,412,401 Fiera Class B Shares,
representing, in the aggregate and after completion of the Share
Repurchase, 37.3% of all issued and outstanding shares of Fiera Capital.
Mr. Desjardins indirectly controls Fiera Holdings Inc., the sole general
partner of Fiera Capital L.P. Fiera Holdings Inc., as general partner of
Fiera Capital L.P., determines how the shares of Fiera Capital held by
Fiera Capital L.P. are voted.
Following completion of the Natixis Share Acquisition and Share
Repurchase, Mr. Desjardins will indirectly beneficially own 230,565
Fiera Class A Shares and 7,195,714 Fiera Class B Shares, representing,
in the aggregate, 7.6% of all issued and outstanding shares of Fiera
Capital. The Fiera Class A Shares and Fiera Class B Shares owned or
beneficially owned by Mr. Desjardins, or the persons considered to act
as joint actors with respect to Mr. Desjardins, are held for investment
purposes, and Mr. Desjardins and such joint actors intend to review on a
continuing basis their investment in Fiera Capital. Mr. Desjardins and
any joint actor in relation thereto, may, depending on market and other
conditions, increase or decrease their beneficial ownership, control or
direction over securities of Fiera Capital through market transactions,
private agreements, public offerings or otherwise. Mr. Desjardins and/or
any joint actors however may at any time and from time to time, review
or reconsider and change their position and/or change their purpose
and/or develop such plans or future intentions with respect to the
business and affairs of Fiera Capital.
An early warning report with additional information in respect of the
aforesaid Natixis Share Acquisition, Share Repurchase and Call Option
will be filed and made available on SEDAR at www.sedar.com
under Fiera Capital’s issuer profile. In order to obtain a copy of the
early warning report, you may also contact Ms. Violaine Des Roches,
Senior Vice President, Chief Legal and Chief Compliance Officer and
Corporate Secretary at Fiera Capital, at telephone number: (514)
954-3750. Fiera Capital’s head office and the address of Fiera Capital
L.P. and of Jean-Guy Desjardin’s for these purposes is 1501 McGill
College, Suite 800, Montreal, Quebec H3A 3M8. Natixis Investment
Managers, a French société anonyme, has its head office located
at 43 Avenue Pierre Mendès-France, 75013 Paris, France. Natixis Canada
Holdings, a Quebec incorporated corporation, an indirect subsidiary
wholly-owned by Natixis, has its head office located at the offices of
Norton Rose Fulbright Canada LLP at 1 Place Ville Marie, Suite 2500,
Montreal, Quebec H3B 1R1.
RBC Capital Markets served as exclusive financial advisor to Natixis,
and GMP Securities served as exclusive financial advisor to Fiera
Capital.
Forward-Looking Information
This announcement contains forward-looking statements. These statements
relate to future events and reflect management’s expectations or beliefs
regarding such future events, based on information currently available
to management of Fiera Capital and Natixis. In some cases,
forward-looking statements can be identified by terminology such as
“may”, “will”, “plans”, “believes”, “expects”, “aims”, “intends”,
“anticipates”, “estimates”, “projects” or words or terms of similar
substance or the negative thereof.
Forward-looking statements in this news release include, but are not
limited to, statements made with respect to the completion of the Natxis
Share Acquisition and the resulting ownership of shares in the capital
of Fiera Capital by Natixis, the completion of the Share Repurchase, NBC
and DJM Capital’s expected ownership of shares in the capital of Fiera
Capital upon completion of the Natixis Share Acquisition and the Share
Repurchase, the issued and outstanding shares in the capital of Fiera
Capital upon completion of the Natixis Share Acquisition and the Share
Repurchase, the entering into the Distribution Agreement, the
closing of the Natixis Canada Transaction, Fiera Capital L.P.’s expected
ownership of shares in the capital of Fiera Capital upon exercise of the
Call Option, Mr. Desjardins’ ownership of shares in the capital of Fiera
Capital as a result of the completion of the Natixis Share Acquisition
and Share Repurchase. The forward-looking statements are based on
estimates and assumptions made by the management of Fiera Capital and
Natixis as at the date the statements are made.
Other assumptions upon which the forward-looking statements are based,
include assumptions regarding the satisfaction of all closing conditions
in the share purchase agreement pertaining to the Natixis Canada
Transaction, the completion of the Natixis Share Acquisition and the
Share Repurchase as expected, the accuracy of all records relating to
Fiera Capital’s share capital.
By their very nature, forward-looking statements involve inherent risks
and uncertainties, both general and specific, and a number of factors
could cause actual events or results to differ materially from the
results discussed in the forward-looking statements. In evaluating these
statements, readers should specifically consider various factors that
may cause actual results to differ materially from any forward-looking
statement. These factors include, but are not limited to, market and
general economic conditions, the nature of the financial services
industry, the failure to satisfy all closing conditions in the share
purchase agreement pertaining to the Natixis Canada Transaction
including the failure to receive required regulatory approvals or third
party consents and the risks and uncertainties detailed from time to
time in Fiera Capital’s interim and annual consolidated financial
statements and its Annual Report and Annual Information Form filed on www.sedar.com.
These forward-looking statements are made as of the date of this
document and neither Fiera Capital or Natixis assume any obligation to
update or revise them to reflect new events or circumstances. Each of
Fiera Capital and Natixis are responsible only for the disclosure herein
relating to their respective affairs and neither Fiera Capital or
Natixis assumes any liability for disclosure relating to the other party.
About Fiera Capital Corporation
Fiera Capital is a leading independent asset management firm with
approximately C$144.9 billion in assets under management as of March 31,
2019. The Firm provides institutional, retail and private wealth clients
with access to full-service integrated money management solutions across
traditional and alternative asset classes. Clients and their portfolios
derive benefit from Fiera Capital’s depth of expertise, diversified
offerings and outstanding service. Fiera Capital trades under the ticker
FSZ on the Toronto Stock Exchange. www.fieracapital.com
In the U.S., asset management services are provided by the Firm’s U.S.
affiliates who are investment advisers that are registered with the U.S.
Securities and Exchange Commission (SEC). Registration with the SEC does
not imply a certain level of skill or training.
Additional information about Fiera Capital Corporation, including the
Firm’s annual information form, is available on SEDAR at www.sedar.com.
About Natixis Investment Managers
Natixis Investment Managers serves financial professionals with more
insightful ways to construct portfolios. Powered by the expertise of 24
specialized investment managers globally, we apply Active Thinking® to
deliver proactive solutions that help clients pursue better outcomes in
all markets. Natixis ranks among the world’s largest asset management
firms1 (US$924.5 billion/€808.6 billion AUM2).
Headquartered in Paris and Boston, Natixis Investment Managers is a
subsidiary of Natixis. For additional information, please visit the
company’s website at im.natixis.com | LinkedIn:
linkedin.com/company/natixis-investment-managers.
Natixis Investment Managers includes all of the investment management
and distribution entities affiliated with Natixis Distribution, L.P. and
Natixis Investment Managers S.A.
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1 |
Cerulli Quantitative Update: Global Markets 2018 ranked Natixis |
|
|
2 |
Net asset value as of December 31, 2018. Assets under management |
About Natixis
Natixis is a French multinational financial services firm specialized in
asset & wealth management, corporate & investment banking, insurance and
payments. A subsidiary of Groupe BPCE, the second-largest banking group
in France through its two retail banking networks, Banque Populaire and
Caisse d’Epargne, Natixis counts nearly 16,000 employees across 38
countries. Its clients include corporations, financial institutions,
sovereign and supranational organizations, as well as the customers of
Groupe BPCE’s networks. Listed on the Paris stock exchange, Natixis has
a solid financial base with a CET1 capital under Basel 3(1) of €11.8
billion, a Basel 3 CET1 Ratio(1) of 10.8 % and quality long-term ratings
(Standard & Poor’s: A+ / Moody’s: A1 / Fitch Ratings: A+). (1) Based on
CRR-CRD4 rules as reported on June 26, 2013, including the Danish
compromise – without phase-in. Figures as at 31 December 2018.
Contacts
Investor:
For Fiera Capital Corporation
Mariem
Elsayed
Fiera Capital Corporation
+1 514-954-6619
[email protected]
For Natixis
Damien Souchet
Natixis
[email protected]
+33
1 58 55 41 10
Media:
For Fiera Capital Corporation
Kaitlyn
Nightingale
Edelman
+1 416 849-3147
[email protected]
For Natixis Investment Managers
Ted Meyer
Natixis
Investment Managers
+1 617-449-2507
[email protected]
For Natixis
Sonia Dilouya
Natixis
+33 1 58 32 01 03
[email protected]
