- Your vote is important no matter how many First National shares you hold.
- The Unconflicted Company Board of First National unanimously recommends that Shareholders vote FOR the Arrangement Resolution.
- For assistance with voting, please contact Laurel Hill Advisory Group by phone at 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America), or by email at assistance@laurelhill.com
Toronto, Ontario, September 18, 2025 – First National Financial Corporation (“First National” or the “Company”) (TSX: FN), is pleased to announce that the two leading proxy advisory firms, Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis") have each recommended that the Company’s shareholders vote FOR the special resolution (the “Arrangement Resolution”) to approve the previously-announced plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”), pursuant to which, Regal Bidco Inc. (the “Purchaser”), a newly-formed acquisition vehicle controlled by private equity funds managed by Birch Hill Equity Partners and private equity funds managed by Brookfield Asset Management has agreed to acquire all of the outstanding shares, other than certain shares owned by the Company’s founders, Stephen Smith and Moray Tawse, together with their associates and affiliates, (collectively, the “Rollover Shareholders”), for $48.00 per share in cash (the “Consideration”). The Arrangement Resolution will be considered for approval at the special meeting of shareholders of the Company (the “Meeting”) to be held on September 30, 2025.
ISS and Glass Lewis Recommendations
In making its recommendation that shareholders vote "FOR" the Arrangement Resolution, ISS noted that:
“In this circumstance, shareholders are presented with an attractive cash offer that represents a premium to the unaffected price and comports with the wishes of the company's Founders… The special committee structured a reasonable process, facilitating price discovery and producing an offer with a credible valuation.”
In making its recommendation "FOR" the Arrangement, Glass Lewis concluded that:
“Taking into account the Company’s standalone prospects along with the adequate strategic review and negotiation process conducted by the Company, including the creation of the Special Committee, we believe the proposed transaction represents a favorable outcome for public shareholders at this time.
In our view, the transaction is based on reasonable financial terms that appear to be fair and favorable for the Company's shareholders, and the proposed arrangement represents an attractive opportunity at which shareholders can realize fair value, full liquidity, and certainty for their investments. Therefore, we believe shareholder approval of the proposed acquisition is warranted at this time.”
Mr. Smith, the Executive Chairman of First National and a Rolling Shareholder, is one of Glass Lewis’ owners and the Chair of its Board of Directors.
Board Recommendation
Both the Company’s board of directors (the “Board”) (with conflicted directors abstaining) and the special committee of independent directors (the “Special Committee”) of the Board determined, after receiving financial and legal advice, that the Arrangement is in the best interests of the Company and the Consideration to be received by the shareholders (other than the Rollover Shareholders) is fair, and recommend that shareholders vote IN FAVOUR of the Arrangement Resolution at the Meeting.
Meeting Details
The Meeting is scheduled to be held in a virtual only format conducted via a live webcast platform at https://meetnow.global/MSWP6AX at 10:30 a.m. (Toronto time) on September 30, 2025. Shareholders of record as of the close of business on August 21, 2025, are entitled to receive notice of and vote at the Meeting. Shareholders are urged to vote well in advance of the Meeting and, in any event, prior to proxy voting deadline of 10:30 a.m. (Toronto time) on September 26, 2025.
Shareholder Questions & Voting Assistance
Shareholders who have questions about voting their shares or require assistance may contact the Company's proxy solicitation agent:
Laurel Hill Advisory Group
Toll Free: 1-877-452-7184 (for Shareholders in North America)
International | +1 416-304-0211 (for Shareholders outside Canada and the US)
By Email | assistance@laurelhill.com
About First National
First National Financial Corporation is the parent company of First National Financial LP, a Canadian-based originator, underwriter and servicer of predominantly prime residential (single-family and multi-unit) and commercial mortgages. With more than $155 billion in mortgages under administration, First National is one of Canada’s largest non-bank mortgage originators and underwriters. For more information, please visit www.firstnational.ca.
Forward-Looking Information
This news release contains statements that are “forward-looking information” within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue” or other similar expressions concerning matters that are not historical facts. Forward-looking statements include, among other things, statements with respect to the Arrangement, the timing for the Meeting and the proxy voting deadline . Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking information. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking information include, but are not limited to: the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required Shareholder and court approvals and other conditions of closing necessary to complete the Arrangement or for other reasons; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement ; risks relating to the retention of key personnel during the interim period; the possibility of litigation relating to the Transaction; and risks related to the diversion of management’s attention from the Company’s ongoing business operations. See also the risks and uncertainties identified under the headings “Forward Looking Information” and “Risk Factors” in the Circular and under the headings “Risks and Uncertainties Affecting the Business” and “Forward-Looking Information” in the Company’s latest management’s discussion and analysis and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under the Company’s SEDAR+ profile at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking information, which speaks only as of the date of this release and is subject to change after such date. Management and First National disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required under securities laws.