RBTT shareholders approve
Royal Bank of Canada merger
PORT OF SPAIN/PHILIPSBURG--RBTT Financial Holdings Limited shareholders approved the sale of the bank to a Caribbean Subsidy of Royal Bank of Canada (RBC) for an estimated US $2.2 billion, late Wednesday afternoon.
An overwhelming 98.18 per cent of the shareholders voted in favour of the sale, in a special meeting. A purchase agreement between the two entities has been pending since October 2, 2007.
The deal was not without opposition in Trinidad, where the Caribbean banking giant first rose to prominence.
RBTT Group Chairman Peter July said in a press statement, “This is an historic decision which will benefit all stakeholders. We now move to satisfy the requisite regulatory requirements to ensure that we can close this transaction within the shortest possible timeframe.”
Following the completion of the merger, RBTT Financial Holdings Limited and RBC Holdings (Trinidad & Tobago) Limited, a subsidiary of RBC, will amalgamate and continue as a wholly-owned indirect subsidiary of RBC.
RBTT shareholders will receive total per share consideration in the amount of approximately US $2.50 (subject to variation in certain circumstances as further described in the RBTT Directors’ Circular), which will be payable in a combination of cash (approximately 60 per cent) and RBC common shares (approximately 40 per cent).
For each RBTT ordinary share held, shareholders will receive TT $24 in cash (or, at the election of the RBTT shareholder, the U.S. dollar equivalent of TT $24) and a fractional number of RBC common shares equal to an exchange ratio (based on the U.S. dollar equivalent of TT $16).
The number of RBC common shares to be received by RBTT shareholders is subject to a plus or minus 10 per cent “collar” based on an RBC share price of US $54.42 (the average trading price of RBC common shares on the New York Stock Exchange for the five consecutive trading days ending on September 28, 2007).
The closing of the transaction is subject to customary conditions, including the receipt of regulatory approvals. The transaction is expected to close in May or June 2008.
For further information regarding the transaction, please refer to the RBTT Directors’ Circular. RBTT will advise shareholders closer to the time of closing about the procedures for surrendering and receiving payment for their shares.
