Equitable Announces Agreement to Acquire Concentra Bank and Concurrent $200 Million Bought Deal Offering of Subscription Receipts

/NOT FOR DISTRUBUTION TO THE U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

• Acquisition accelerates growth and diversification for Canada's Challenger Bank™
• Acquired asset base of $11.3 billion adds significant scale in core product lines
• Mid-single digit adjusted EPS accretion expected in first full year post closing
• Combination enhances service offering, improves financial strength, and benefits  Concentra's customers, employees and community partners
• Equitable Bank expected to become Canada's 7^th largest independent Canadian bank by assets, directly and indirectly serving more than 5 million Canadians
• Acquisition made from a position of strength as Equitable reports record Q4 and 2021 performance, 51% common share dividend increase  

TORONTO, Feb. 7, 2022 /CNW/ - Equitable Bank (Equitable or Canada's Challenger Bank™), the wholly owned subsidiary of Equitable Group Inc. (TSX: EQB) (EQB.PR.C), the Credit Union Central of Saskatchewan (SaskCentral) and Concentra Bank (Concentra) announced today that Equitable has entered into definitive agreements by which Equitable will acquire a majority interest in Concentra (the "Acquisition"), the 13^th largest Schedule I bank in Canada with $11.3 billion in assets at November 30, 2021.

Pursuant to the Acquisition, Equitable entered into a share purchase agreement to acquire SaskCentral's 84% common share equity interest in Concentra, as well as support agreements with additional Concentra shareholders representing a majority of the remaining 16%. Together, these agreements will enable Equitable to acquire 100% of Concentra for a combined premium of $35.7 million to book value of common equity. Based on Concentra's book value at November 30, 2021, this would result in a total purchase price of $470 million, subject to customary adjustments at the time of closing, representing a 1.08x price-to-book multiple.

Accelerates Growth with 31% Increase in Pro Forma Assets		Creates Year One Accretion to Earnings
•	Equitable's Personal Bank portfolio grows by $7.4B in loans including $2.5B of single family Alt A loans	•	Mid-single digit Adjusted EPS accretion expected in first full year post closing
•	Equitable's Commercial Bank portfolio grows by $1.6B in loans including $0.2B in prime equipment leasing
Brings New Sources of Cost-Effective Funding		Identified Annual Synergies Greater Than $30MM
•	Adds $6.3B of Retail, Credit Union, Commercial deposits to complement Equitable's diverse funding sources	•	Largely to be achieved within the first two years
•	Expands capacity for Equitable's covered bond program
Diversifies Revenue Through New Services, Distribution		Strong Capital Position Maintained at Close
•	Includes Concentra's Trust operations – 7^th largest Trust in Canada – with $31.8B in assets under administration	•	Anticipate at or above 13% CET1 at time of close
•	Increases Equitable's non-interest revenue by ~38%

Acquisition Serves as a Catalyst for Growth and Value Creation

In commenting on the transaction, Andrew Moor, President and CEO of Equitable said: "Acquiring Concentra strengthens Equitable's position as Canada's Challenger Bank by adding scale, talent, customer and partner relationships that will allow us to better serve our purpose of driving change in Canadian banking that enriches people's lives. This is one of the most important and consequential transaction in our 50 plus history, and it accelerates our growth plan by several years. The addition of Concentra elevates Equitable's place among the country's top-tier financial institutions, expands our core markets of Personal and Commercial banking including alternative, reverse single family mortgage loans, commercial lending and equipment leasing, and furthers our standing relationship with credit unions with whom we share a strong philosophical bond. With disciplined execution against a well-defined integration plan, we expect strong earnings accretion over multiple years and exciting growth opportunities for our combined team. Culturally and strategically, our banks are aligned and we are excited to share best practices as we advance our Challenger Bank purpose for all Canadians."

Concentra Provides Equitable with a Strong Growth Platform to Serve Credit Unions

• Operating under the trade name Wyth Financial, Concentra is a leading Canadian mid-market digital bank and the largest provider of wholesale banking and trust solutions to Canadian credit unions with roots going back to the 1950s but focused firmly on the future
• It is the largest provider of wholesale banking and trust solutions for 90% of Canadian credit unions outside Quebec and their more than five million members, offering tailored treasury services, commercial lending and leasing, residential mortgages and mortgage bundling and securitization, registered deposit referral programs as well as a variety of high-value member solutions
• Headquartered in Saskatoon, Concentra serves retail and business customers with savings and mortgage products and fintechs with banking as a service
• Equitable's current services for credit unions include reverse mortgages and commercial loan syndications and its open banking strategy will evolve to empower credit unions and their members
• Equitable plans to grow services to credit unions and their members, and intends to establish a credit union-centric advisory board to ensure collaboration, community focus and the expansion of mutually beneficial solutions

Unanimous Approvals Given by All Parties to the Acquisition

The Acquisition has been unanimously approved by the Boards of Directors of Equitable, Concentra, and SaskCentral.  

Don Coulter, President and Chief Executive Officer of Concentra said: "We are delighted to join Equitable in its Challenger Bank quest. This powerful combination of capabilities and services is right for our employees, customers and community partners and creates opportunity for our team to excel as part of an award-winning Canadian bank that shares our commitment to innovation."

Shawn Good, CEO of SaskCentral said: "We believe Equitable Bank is the best choice to acquire Concentra Bank as a strong financial partner with a track record of innovation and a commitment to delivering products and services for the credit union sector. Equitable also shares Concentra's focus on the wellbeing of employees, customers and communities and is a leader in environmental, social and governance practices."

Concentra Complements Equitable's Personal and Commercial Banking Positions

• Concentra provides residential mortgage loans including alternative single family, prime single family and reverse mortgages, as well as commercial mortgage loans, specialty finance solutions and equipment leasing across many provinces – Ontario (55% of total loan principal outstanding), Alberta (19%), British Columbia (13%), Saskatchewan (5%), Québec (2%) and the rest of Canada (6%) – through credit unions, mortgage brokers and origination partners

Concentra Trust – 7^th Largest Trust Company in Canada with $32B in AUA

• As a wholly owned subsidiary, Concentra Trust (operating as Wyth Trust) provides trustee services for registered plans, corporate trusts and personal trusts and estates. Concentra Trust provides services to over 200 credit unions and is a partner to Canadian wealth advisors providing fiduciary services to a national client base
• Concentra Trust has provided fiduciary and trust services for more than 65 years with a proven track record of service and industry expertise
• These important services represent a new business line for Equitable
• Equitable is committed to Concentra Trust as a continued partner for the credit union ecosystem and will focus together with a new credit union-centric advisory board on ensuring continued services and collaboration. Equitable is committed to Concentra Trust servicing, expanding its diverse client base and remaining a leader in offering national, independent trust solutions for individuals and corporate entities alike  

Equitable and Concentra Aligned to Digital, Fintech Leadership and Partnerships

• Equitable and Concentra each partner with leading fintechs to bring best-in-class capabilities such as foreign exchange and international money transfer to customers and with an open API architecture. The combined entity will continue to partner with leading fintechs as it prepares for the arrival of the real-time payments rail and open banking in Canada
• At closing, EQ Bank will become the sole digital platform, replacing Wyth. Pairing Concentra's digital banking and fintech strategy with EQ Bank will enhance Equitable's position as an innovative financial services hub for Canadians
• Equitable is the only bank in Canada to host its digital core banking system in the cloud, the advantages of which (scalability, cost, agility, enhanced security) will be shared with newly acquired operations

Both Banks Benefit from Strong Risk Management Culture, and ESG Practices

• Equitable will integrate Concentra into its Enterprise Risk Management and Risk Appetite frameworks to align overall corporate strategy, financial and capital plans
• With similar asset classes to Concentra, and a proven track record in the same business lines, Equitable is well positioned to understand and manage the risks associated with the acquired portfolios
• As socially responsible organizations, Equitable and Concentra are both active community builders (please see Equitable's Sustainability Report and Public Accountability Statement)
• In 2021, Equitable became the first Schedule I Canadian bank to quantify its Scope 3 greenhouse gas (GHG) emissions portfolio, reflecting its commitments to sustainability and transparency, and achieved carbon neutral status in Scope 1 and Scope 2 emissions
• Equitable is Great Place to Work® Institute certified and recognized as one of the top 50 organizations on the 2021 and 2020 Best Workplaces™ in Canada lists, while Concentra has been named one of Canada's best managed companies 18 years in a row

Fully Financed Acquisition Maintains Strong Capital Ratios

• Equitable's acquisition financing package has been designed to maintain robust capital levels, including CET1 of 13% or greater upon closing the Acquisition
• Equitable, leveraging its parent Equitable Group Inc. (EQB), intends to finance the purchase price through a combination of (i) $200 million of new equity to be raised via a bought deal offering of subscription receipts, and (ii) remainder from a fully committed credit facility at EQB from a syndicate led by TD Securities Inc. and RBC Capital Markets; Canadian Imperial Bank of Commerce is a participant

Subscription Receipt Offering

EQB has entered into an agreement with a syndicate of underwriters (the "Underwriters") bookrun by TD Securities Inc. and RBC Capital Markets, and co-led by CIBC World Markets, Scotia Capital Inc. and BMO Capital Markets, for the issuance of 2,840,000 subscription receipts (the "Subscription Receipts") on a bought deal basis. The Subscription Receipts will be offered at a price of $70.50 per Subscription Receipt, for gross proceeds of approximately $200 million (the "Offering"). EQB has also granted the Underwriters an over-allotment option to purchase up to an additional 426,000 Subscription Receipts, on the same terms and conditions as the Offering, exercisable no later than 30 days after the closing of the Offering. 

The net proceeds from the Offering will be held in escrow and are intended to be used by EQB to fund a portion of the purchase price for the acquisition of Concentra. Each Subscription Receipt will entitle the holder to receive one common share of EQB upon the closing of Equitable's acquisition of SaskCentral's 84% interest in Concentra.

The Subscription Receipts will be offered in all provinces and territories of Canada (excluding Quebec) by way of a prospectus supplement to the base shelf prospectus of EQB dated June 12, 2020.The Offering is expected to close on February 16, 2022. The completion of the Offering is subject to approval of the Toronto Stock Exchange and other customary closing conditions.

The Subscription Receipts and the common shares of EQB have not been, and will not be, registered under the U.S. Securities Act, or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States, except in certain transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of these subscription receipts within the United States.

Transaction Advisors

TD Securities Inc. and RBC Capital Markets are acting as financial advisors, and Bennett Jones LLP is acting as legal advisor to Equitable. Borden Ladner Gervais LLP is acting as legal advisor to Concentra. National Bank Financial Inc. is acting as financial advisor and Torys LLP is acting as legal advisor to SaskCentral. Morrison Park Advisors provided an independent fairness opinion to the SaskCentral board of directors.

Closing Expected in Second Half of 2022

The Acquisition is expected to close in the second half of 2022, subject to satisfaction of customary closing conditions and receipt of required regulatory approvals, including those required under the Bank Act (Canada), the Trust and Loan Companies Act (Canada), and the Competition Act (Canada). Subject to Concentra board approval, Equitable expects the transaction under which it acquires the remaining minority interest in Concentra to occur as soon as possible following the closing of the Acquisition.

EQB Reports Q4 Results, Achieves Record Performance

• EQB reported its financial results for the three and 12 months ended December 31, 2021 which noted it achieved record Q4 net income of $80.1 million or $2.29 per share, record 2021 net income of $292.5 million or $8.36 per share, Q4 ROE of 17.0% and 2021 ROE of 16.7%
• These results are in line with medium-term guidance and were delivered with above-target growth in loans and deposits
• The Board of Directors also increased the quarterly dividend by 51% to $0.28 per common share for shareholders of record March 15, 2022
• Please refer to the Q4 earnings news release issued today for full details

Said Chadwick Westlake, Equitable's Chief Financial Officer "We make this acquisition from a position of strength as the Bank's 2021 performance landed in line with – and in some cases exceeded – our ambitious targets, a great outcome during a period of material investment in our products, people, process and technology. With the additional scale and distribution capacity provided by this accretive acquisition, we look to build on our long-term track record as Canada's Challenger Bank^TM. From a strategic perspective, Concentra is completely aligned and consistent with Equitable's proven approach to selectively pursuing non-organic growth opportunities. It fits perfectly within our risk appetite, differentiated approach to capital deployment, and focus on growth that benefits all stakeholders."

Analyst Conference Call and Webcast: 4:15 p.m. ET Today

EQB will host an investor call to discuss the Acquisition and its Q4 2021 results today, February 7, 2022 at 4:15 pm ET.  Given the concurrent equity offering, there will not be a question-and-answer period.

To access the call live, please dial [phone] five minutes prior to the start time. The listen-only webcast with accompanying slides will be available at eqbank.investorroom.com/events.

The fourth quarter analyst call originally scheduled for February 17^th has been cancelled.

Call Archive

A replay of the call will be available until February 14, 2022 at midnight at [phone] (passcode 938312 followed by the number sign). Alternatively, the webcast will be archived on the Bank's website.

About Equitable

Equitable Group Inc. (EQB) trades on the Toronto Stock Exchange (TSX: EQB and EQB.PR.C) and serves more than 325,000 Canadians through its wholly-owned subsidiary Equitable Bank, Canada's Challenger Bank™. Equitable Bank has a clear mandate to drive change in Canadian banking to enrich people's lives. Founded over 50 years ago, Equitable Bank provides diversified personal and commercial banking and through its EQ Bank platform (eqbank.ca) has been named #1 Bank in Canada on the Forbes World's Best Banks 2021 list. Please visit equitablebank.ca for details.

About Concentra Bank

Wyth Financial is the trade name of Concentra Bank, a purpose-driven Schedule I bank that serves Canadian consumers and businesses, credit unions and Fintechs. Headquartered in Saskatoon, SK, Wyth is a digital bank that helps people save money, buy a property, set up a Trust, manage an estate and grow a business. It also offers unique financial products created jointly with innovative partners.

Wyth Trust is the trade name for Concentra Trust, a federally regulated, wholly owned subsidiary of Concentra Bank. Concentra Bank has an investment-grade external debt rating from DBRS and is one of Canada's Best Managed Companies. Visit wyth.ca/about-us/investor-relations for more details on Concentra's financial performance.

About SaskCentral

SaskCentral is owned by, and is the liquidity manager and key consulting service supplier for, Saskatchewan's credit unions. SaskCentral also maintains business relationships with, and investments in, a number of entities on behalf of Saskatchewan credit unions.

Working towards its vision of being a trusted and effective partner that Saskatchewan credit unions count on to enable liquidity management services and access to payment ecosystems, SaskCentral's strategy is focused on continually evolving to keep pace with the rapidly changing financial services environment. Visit us at: http://www.saskcentral.com.

Cautionary Note Regarding Forward-Looking Statements

Statements made by EQB in the sections of this news release, in other filings with Canadian securities regulators and in other communications include forward-looking statements within the meaning of applicable securities laws (forward-looking statements). These statements include, but are not limited to, statements with respect to the intention of the Company to complete the closing of the Acquisition, the Offering and the related transactions contemplated herein on the terms and conditions described herein, the  effect  of  the  Acquisition,  the  Offering  and  the  related  transactions  contemplated  herein  on  the financial performance of the Company, the other anticipated benefits of the Acquisition, the Offering and the related transactions contemplated herein, the expected timing for completion of the Acquisition, including the acquisition of the remaining minority interest of Concentra, the financial results  for the year ended December 31, 2021 contained herein, the expected  debt  financing and other statements about the Bank's objectives, strategies and initiatives, financial performance expectations and other statements made herein, whether with respect to the Bank's businesses or the Canadian economy. There can be no assurance that the Acquisition will be completed.  Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "planned", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases which state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved", or other similar expressions of future or conditional verbs. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, closing of transactions, performance or achievements of the Bank to be materially different from those expressed or implied by such forward-looking statements, including but not limited to risks related to capital markets and additional funding requirements, fluctuating interest rates and general economic conditions, legislative and regulatory developments, changes in accounting standards, the nature of our customers and rates of default, and competition as well as those factors discussed under the heading "Risk Management" in the MD&A and in the Bank's documents filed on SEDAR at www.sedar.com.  All material assumptions used in making forward-looking statements are based on management's knowledge of current business conditions and expectations of future business conditions and trends, including their knowledge of the current credit, interest rate and liquidity conditions affecting Equitable Bank and the Canadian economy.  Although Equitable Bank believes the assumptions used to make such statements are reasonable at this time and has attempted to identify in its continuous disclosure documents important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Certain material assumptions are applied by the Bank in making forward-looking statements, including without limitation, assumptions regarding its continued ability to fund its mortgage business, a continuation of the current level of economic uncertainty that affects real estate market conditions, continued acceptance of its products in the marketplace, as well as no material changes in its operating cost structure and the current tax regime. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.  The Bank does not undertake to update any forward-looking statements that are contained herein, except in accordance with applicable securities laws.

Non-Generally Accepted Accounting Principles (GAAP) Financial Measures

This news release references certain non-GAAP measures such as Return on equity (ROE),  Adjusted EPS, Book value per common share and CET1 ratio that management believes provide useful information to investors regarding the Bank's financial condition and results of operations. The "NON-GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) FINANCIAL MEASURES" section of EQB's Q4 2021. The MD&A provides a detailed description of each non-GAAP measure and should be read in conjunction with this release. The MD&A also provides a reconciliation between all non-GAAP measures and the most directly comparable GAAP measure, where applicable.  Readers are cautioned that non-GAAP measures often do not have any standardized meaning, and therefore, may not be comparable to similar measures presented by other companies.

SOURCE Equitable Group Inc.

Richard Gill, Senior Director, Corporate Development & Investor Relations, [email protected], 416-513-3638; Sarah Farano, Manager, Investor Relations & ESG, [email protected], 416-513-4144l; Jessica Kosmack, Senior Manager, Communications, [email protected], 647-600-2512