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.
FORWARD-LOOKING STATEMENTS
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."
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed transaction, Royal Bank of
Canada has filed with the SEC a Registration Statement on Form F-4
that includes a Proxy Statement of City National Corporation and a
Prospectus of Royal Bank of Canada, as well as other relevant
documents concerning the proposed transaction. This communication
does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval. STOCKHOLDERS OF CITY NATIONAL CORPORATION ARE URGED TO
READ THE REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT AND
THE PROSPECTUS REGARDING THE TRANSACTION AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders can obtain a free copy of the
Registration Statement on Form F-4, the definitive Proxy Statement,
as well as other filings containing information about Royal Bank of
Canada and City National Corporation, without charge, at the SEC's
website (http://www.sec.gov). Copies of the Prospectus, the
Registration Statement on Form F-4, and the Definitive Proxy
Statement, and the filings with the SEC that are incorporated by
reference in the Prospectus, the Registration Statement on Form F-4
and the Definitive Proxy Statement can also be obtained, without
charge, by directing a request to Royal Bank of Canada, 200 Bay
Street, 4th Floor, North Tower, Toronto, ON, Canada, M5J 2W7,
Attention: Investor Relations, 416-955-7802 or to City National
Corporation, Investor Relations, 555 South Flower Street, 9th
Floor, Los Angeles, CA 90071, 213-673-7615.
About City National
City National Corporation (NYSE:CYN) has $33.8 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 $61.1 billion in client investment
assets, including $47.7 billion under direct management.
On January 22, 2015, City National announced plans to merge with
Royal Bank of Canada.
For more information about City National, visit the company's
website at cnb.com.
CONTACT: Financial/Investors:
Christopher J. Carey, 310.888.6777
Chris.Carey@cnb.com
Media:
Cary Walker, 213.673.7615
Cary.Walker@cnb.com
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