Laurentian Bank in its sale of its retail and SME banking portfolios to National Bank of Canada and acquisition by Fairstone Bank Laurentian Bank in its sale of its retail and SME banking portfolios to National Bank of Canada and acquisition by Fairstone Bank

On December 2, 2025, Laurentian Bank of Canada (Laurentian Bank) announced that it entered into a definitive agreement to sell its retail and SME banking portfolios (the Retail/SME Transaction) to National Bank of Canada (National Bank) and a separate definitive agreement pursuant to which Fairstone Bank of Canada (Fairstone Bank) will acquire all of the issued and outstanding common shares of Laurentian Bank (the Acquisition Transaction) at a price of $40.50 per share, in cash, for a total cash consideration of approximately $1.9 billion. Laurentian Bank also entered into a separate definitive agreement to sell its syndicated loan portfolio to National Bank (the Syndicated Loan Transaction).

The Acquisition Transaction is subject to approval of 66 2/3% of the votes cast by holders of common shares of Laurentian Bank at a special meeting of shareholders expected to be held in the first quarter of 2026. At the meeting, shareholders will vote to approve an amendment to Laurentian Bank’s by-laws that will provide for the acquisition of Laurentian Bank shares as outlined in the terms of the Acquisition Transaction. In addition to customary closing conditions, including receipt of key regulatory approvals, the Acquisition Transaction is also subject to the closing of the Retail/SME Transaction.

Assuming the receipt of all required approvals and the satisfaction of other customary closing conditions, the Retail/SME Transaction and the Acquisition Transaction are expected to close by late 2026. The Syndicated Loan Transaction is expected to close in approximately three months, subject to customary closing conditions.

As of July 31, 2025, Laurentian Bank’s retail loans and deposits totalled approximately $3.3 billion and $7.6 billion, while its SME loans and deposits totalled approximately $0.8 billion and $0.6 billion. The Retail/SME Transaction also includes the assumption of a distribution agreement for mutual funds totalling approximately $3.4 billion as at July 31, 2025. As at July 31, 2025, Laurentian Bank’s syndicated loans totalled approximately $0.9 billion. 

Osler, Hoskin & Harcourt LLP advised Laurentian Bank with a team led by Jeremy Fraiberg and Bastien Gauthier and that included Diana Windrim, Kiana Blake and Min Oh (Corporate), Elizabeth Sale (Banking), Michelle Lally, Kaeleigh Kuzma, Valeska Rebello, Chelsea Rubin (Competition), Victoria Graham, Rick Fullerton, Lisa Mantello, Elizabeth Mpermperacis, Joyce Bernasek, Samuel Alary and Malcom Peck-McQueen (Financial Services), Lynne Lacoursiere, Tatyana Gudge (Executive Compensation), Sam Ip, Alexia Magneron, Justin P’ng (Technology), Julien Ranger (Employment and Labour), David Wilson, Alan Kenigsberg, Joshua Lasry (Tax), Francois Joli-Coeur, Marguerite Rolland (Privacy), Andrew Aziz, Arielle Kaplan (Investment Funds), Sandra Sbrocchi, Sergey Stefanishin and Lynnea Maki (Osler Works).