VersaBank and PWC Capital Inc. Complete Merger

31 janvier 2017

LONDON, Ontario–(BUSINESS WIRE)–VersaBank (TSX: VB, VB.PR.A, VB.PR.B) (“VersaBank”) today announced the completion of its previously announced merger with PWC Capital Inc. (TSX: PWC, PWC.PR.A, PWC.PR.B, PWC.NT.C) (“PWC”) and related transactions.

“We are delighted with the support we have received from all of our securityholders in completing this transformative transaction,” said David Taylor, President and Chief Executive Officer of VersaBank. “We believe the combined entity is now better positioned to deliver on its business plans and growth initiatives moving forward.”

Pursuant to the terms of the merger, directly or indirectly, and subject to downward adjustment for fractional shares,

• every 54.508758 PWC Common Shares were exchanged for one (1) Common Share of the combined entity, which continues as “VersaBank” (“VersaBank Common Shares”);
• each PWC Class B Preferred Share was exchanged for approximately 2.793 VersaBank Common Shares;
• each $1,000 principal amount of PWC Series C Notes was exchanged for approximately 137.009 VersaBank Common Shares; and
• all of the outstanding VersaBank securities were converted into equivalent securities of the combined entity on a one-for-one basis (other than those held by PWC, which were cancelled).

The VersaBank Common Shares to be issued pursuant to the merger have been approved for listing on the Toronto Stock Exchange (the “TSX”) and are expected to commence trading on or about February 2, 2017, at the opening of the market. In addition, as a result of the merger, the PWC Common Shares, PWC Class B Preferred Shares and PWC Series C Notes are expected to be delisted from the TSX on or about February 1, 2017, at the closing of the market.

Any questions regarding the exchange of securities by former PWC securityholders, including any request for another copy of any of the letters of transmittal, should be directed to Computershare Investor Services Inc. via telephone at 1-800-564-6253 (toll free in North America) or via email at [email protected]. Former PWC securityholders who did not hold their securities in registered form, and VersaBank securityholders, are not required to submit any letter of transmittal or take any other action to affect the exchange of their respective securities in connection with the merger.

Prior to the completion of the merger, PWC completed the redemption of its 7.5% notes maturing on March 31, 2017 and non-voting, non-participating Class “A” preferred shares for cash in accordance with their terms effective as of January 27, 2017 and January 30, 2017, respectively. The PWC non-participating Class “A” preferred shares were delisted from the TSX on January 30, 2017, at the closing of the market.

About VersaBank

VersaBank, a technology based and digital Canadian Schedule I chartered bank, operates using an “electronic branchless model”. It sources deposits, consumer loans, commercial loans and leases electronically. VersaBank also makes residential development and commercial mortgages it sources through a well-established network of brokers and direct contact with its lending staff. VersaBank Common Shares trade on the Toronto Stock Exchange under the symbol VB and its Series 1 Preferred Shares and Series 3 Preferred Shares trade under the symbols, VB.PR.A, VB.PR.B, respectively. VersaBank’s head office is located at suite 2002, 140 Fullarton Street, London, ON N6A 5P2.

About PWC Capital Inc.

Prior to the merger, PWC was a holding company that owned 12,615,219 common share of VersaBank, representing approximately 62.8% of the outstanding VersaBank common shares prior to the merger. As a result of the completion of the merger and the related cancelation of all the VersaBank common shares held by PWC pursuant to the merger, no securities of VersaBank are owned by PWC. Prior to the merger, PWC’s head office was located at suite 2002, 140 Fullarton Street, London, ON N6A 5P2.

Forward-looking information

This news release may contain forward-looking information within the meaning of applicable securities laws that reflects the current expectations, estimates and projections of management about the future results, performance, achievements, prospects or opportunities for the combined entity following the merger. The words “may”, “would”, “could”, “should”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “aim”, “endeavour”, “project”, “continue”, “predict”, “potential”, or the negative of these terms or other similar expressions have been used to identify these forward-looking statements.

Forward-looking statements are based upon a number of assumptions and are subject to a number of known and unknown risks and uncertainties, many of which are beyond management’s control, and that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. Such assumptions include, among other things, the strength of the Canadian economy in general and the strength of local economies within Canada in which VersaBank conducts operations, the effects of changes in interest rates; the effects of competition in the markets in which VersaBank operates; capital market fluctuations; and the impact of changes in laws and regulations. Management has attempted to identify important factors that could cause actual results, performance or achievements to vary from current expectations or estimates, expressed or implied, by the forward-looking information. However, there may be other factors that cause results, performance or achievements not to be as expected or estimated and that could cause actual results, performance or achievements to differ materially from current expectations. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.

The following factors could cause actual results to differ materially from those discussed in the forward-looking information: risks related to the business of VersaBank; risks related to political developments and policy shifts; risks related to amendments to laws; and risks related to the market value of VersaBank securities. Additional risks and uncertainties regarding VersaBank and the combined entity following the merger are described in VersaBank’s most recent management discussion and analysis which is available on SEDAR at www.sedar.com.

This forward-looking information represents our views as of the date of this press release and such information should not be relied upon as representing management’s views as of any date subsequent to the date of this document. While we anticipate that subsequent events and developments may cause our views to change, we do not intend to update this forward-looking information, except as required by applicable securities laws.