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TORONTO, May 31, 2017 /CNW/ - Intact Financial Corporation
(TSX:IFC) ("IFC" or the "Company") announced today that it intends
to issue $425 million principal
amount of Series 7 unsecured medium term notes (the "Notes"). The
Notes will be direct unsecured obligations of IFC and will rank
equally with all other unsecured and unsubordinated indebtedness of
IFC. The Notes will bear interest at a fixed annual rate of 2.85%
until maturity on June 7, 2027. The
net proceeds from this offering of Notes will be used to partially
fund the purchase price for the acquisition (the "Acquisition") of
all of the issued and outstanding shares of OneBeacon Insurance
Group, Ltd. ("OneBeacon") pursuant to an Agreement and Plan of
Merger (the "Acquisition Agreement") among OneBeacon, IFC and two
wholly-owned subsidiaries of IFC. The closing of the Acquisition is
expected to occur in the fourth quarter of 2017.
If (i) IFC does not consummate the Acquisition on or prior to
March 31, 2018 (the "Special
Mandatory Redemption Triggering Date") or (ii) the Acquisition
Agreement is terminated at any time prior to the Special Mandatory
Redemption Triggering Date, then IFC will be required to redeem the
Notes at a redemption price equal to 101% of the aggregate
principal amount of the Notes, plus accrued and unpaid interest, if
any, up to, but excluding, the date of redemption.
The Notes, offered on a best efforts basis through a syndicate
co-led by CIBC World Markets Inc., National Bank Financial Inc. and
TD Securities Inc., are expected to be issued on or about
June 7, 2017. Details of the offering
will be set out in a pricing supplement (to IFC's short form base
shelf prospectus and prospectus supplement, each dated September 10, 2015 (together with the pricing
supplement, the "Prospectus")), which IFC intends to file with the
securities regulatory authorities in each of the provinces and
territories of Canada and which
will be available under IFC's profile on the SEDAR website at
www.sedar.com.
The securities to be offered have not been and will not be
registered under the U.S. Securities Act of 1933, as amended ("U.S.
Securities Act"), and may not be offered or sold in the United States or to or for the account or
benefit of U.S. persons absent registration or an applicable
exemption from the registration requirements of the U.S. Securities
Act. This press release shall not constitute an offer to sell or
the solicitation of an offer to buy such securities in the United States or in any other jurisdiction
where such offer is unlawful.
About Intact Financial Corporation
Intact Financial Corporation is the largest provider of property
and casualty ("P&C") insurance in Canada with over $8.0
billion in annual premiums. Supported by over 12,000
employees, the Company insures more than five million individuals
and businesses through its insurance subsidiaries and is the
largest private sector provider of P&C insurance in
British Columbia, Alberta, Ontario, Quebec, Nova
Scotia and Newfoundland
& Labrador. The Company distributes insurance under the Intact
Insurance brand through a wide network of brokers, including its
wholly owned subsidiary, BrokerLink, and directly to consumers
through belairdirect.
Forward-looking statements
This press release contains forward-looking statements. When
used in this press release, the words "may", "will", "would",
"should", "could", "expects", "plans", "intends", "trends",
"indications", "anticipates", "believes", "estimates", "predicts",
"likely", "potential" or the negative or other variations of these
words or other similar or comparable words or phrases, are intended
to identify forward-looking statements. This press release contains
forward-looking statements with respect to, among other things the
anticipated closing of the offering.
Forward-looking statements are based on estimates and
assumptions made by management based on management's experience and
perception of historical trends, current conditions and expected
future developments, as well as other factors that management
believes are appropriate in the circumstances. Many factors could
cause the Company's actual results, performance or achievements or
future events or developments to differ materially from those
expressed or implied by the forward looking statements, including,
without limitation, the following factors: the timing and
completion of the offering and the Acquisition and the expected
competition and regulatory processes and outcomes in connection
with the Acquisition. Certain material factors or assumptions are
applied in making these forward-looking statements, including
completion of the offering and that additional financing of the
Acquisition is completed.
All of the forward-looking statements included in this press
release are qualified by these cautionary statements, those made in
the "Risk Management" sections of management's discussion and
analysis of operating and financial results for the year ended
December 31, 2016 and the three
months ended March 31, 2017 and those
may be made in the Prospectus. These factors are not intended to
represent a complete list of the factors that could affect the
Company. These factors should, however, be considered carefully.
Although the forward-looking statements are based upon what
management believes to be reasonable assumptions, the Company
cannot assure investors that actual results will be consistent with
these forward-looking statements. When relying on forward-looking
statements to make decisions, investors should ensure the preceding
information is carefully considered. Undue reliance should not be
placed on forward-looking statements made in this press release.
The Company has no intention and undertakes no obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by
law.
SOURCE Intact Financial Corporation