Desjardins Financial Group take-over bid circular and Western Financial Group Inc.
Desjardins Financial Group take-over bid circular and Western Financial Group Inc. Directors’ circular mailed to Shareholders
Lévis (Qc), High River (Alta), January 21, 2011 - Desjardins Financial Group, the leading cooperative financial group in Canada (“Desjardins”), is pleased to announce that its wholly-owned subsidiary, Desjardins Financial Corporation Inc., has mailed its formal offer and take-over bid circular dated January 21, 2011 and related documents to registered shareholders of Western Financial Group Inc. (TSX: WES) (“Western”) the largest insurance and financial services retailer in Western Canada, in connection with its previously announced all-cash offer for all of the issued and outstanding common shares of Western at a price of CDN $4.15 per common share (the “Common Share Offer”).
Included in today’s mailing to Western’s shareholders is Western’s directors’ circular (the ‘’Directors Circular’’), containing the unanimous decision of the Board of Directors of Western, following consultation with its financial and legal advisers, that the Common Share Offer is fair to Westerns’ common shareholders and in the best interests of the company, as well as the unanimous recommendation of the Board of Directors that the common shareholders accept the Common Share Offer and tender their common shares to the Common Share Offer. TD Securities has delivered a written fairness opinion to the Board of Directors of Western in connection with the Common Share Offer.
The Common Share Offer represents a premium of approximately 68% over the volume-weighted average trading price of the common shares on the TSX for the 20 trading days prior to December 23, 2010, the last trading day before the public announcement of the Common Share Offer.
The Common Share Offer expires at 5:00 p.m. (Eastern Standard Time) on February 28, 2011, unless extended or withdrawn by Desjardins. The Offer is subject to customary closing conditions including, among others, the tender of at least 66 2/3% of the aggregate of the outstanding common shares (including common shares issuable upon the conversion or exercise of in-the-money convertible securities) and the receipt of all applicable regulatory approvals in Canada, as more fully described in the take-over bid circular.
Concurrent with the Common Share Offer, Desjardins is offering to purchase all of Western’s First Preferred Shares, Series 3 at a price of $100 per preferred share, and all of Western’s First Preferred Shares, Series 4 at a price of $100 per preferred share (the “Preferred Share Offers”). Each of the Preferred Share Offers will be subject to the conditions of the Common Share Offer and subject to the additional tender conditions of at least 66 2/3% of the aggregate outstanding preferred shares for each of the Preferred Share Offers.
The Preferred Share Offers represent premiums of 22% each over the volume-weighted average trading price of the First Preferred Shares, Series 3 and the First Preferred Shares, Series 4 on the TSX for the 20 trading days prior to December 23, 2010, the last trading day before the public announcement of the Common Share Offer.
Desjardins is not making a separate offer with respect to two of the outstanding series of Preferred Shares, namely Western’s First Preferred Shares, Series 2, and Western's First Preferred Shares, Series 5 nor is Desjardins making a separate offer on the convertible unsecured debentures. To participate in the Common Share Offer holders of those securities are urged to exercise the conversion right attached to those securities and to tender the Common Shares to the Common Share Offer. By exercising the relevant conversion rights and participating in the Common Share Offer, holders of the above mentioned securities would receive the following premiums over par values: First Preferred Shares, Series 2: 15%; First Preferred Shares, Series 5: 48%; and convertible unsecured debentures: 38%.
Western’s shareholders are advised to read the full particulars of the Common Share Offer and the Preferred Share Offers contained in the take-over bid circular, the Directors’ Circular and all other related documents, which have been filed with the Canadian Securities Administrators. Copies of these documents may be obtained from the SEDAR web site at www.sedar.com and from Desjardins web site at www.desjardins.com.
About Desjardins Financial Group
Awarded the coveted title “Bank of the Year 2010 – Canada” by the UK magazine The Banker, Desjardins Group is the leading cooperative financial group in Canada and the sixth largest in the world, with assets of over $175 billion. Drawing on the strength of its caisse network in Québec and Ontario, and its subsidiaries across Canada, it offers a full range of financial products and services to its 5.8 million members and clients. Desjardins specializes in Wealth Management and Life and Health Insurance, in Property and Casualty Insurance, in Personal Services, in Business and Institutional Services. As one of the largest employers in the country and one of Canada’s 10 Most Admired Corporate CulturesTM of 2010, Desjardins is supported by the skills of its 42,200 employees and the commitment of nearly 6,000 elected officers. For more information, visit www.desjardins.com.
About Western Financial Group
Western Financial Group provides property, liability and life insurance as well as banking and investment services for more than 550,000 customers in Western Canada. Our business units include:
The Network is the largest property and casualty brokerage in Western Canada, providing auto, home, farm and business insurance to residents of 96 communities. In most locations we also offer life insurance products, travel insurance, some investment services, and deposit and loan services such as the purchase of GICs, as well as personal and commercial mortgages and loans.
Bank West is a virtual bank accessible through brokers and customer service agents, focused on commercial, agricultural, recreational vehicle and several types of personal lending, and GICs.
Western Life partners with others who have a customer relationship in place with a product line including Individual Life, Disability and Critical Illness products, Group Health for small employer groups, A&S products designed for niche contexts and many variations of Creditor Insurance products.
Western Financial Insurance is Canada's oldest and largest pet insurance provider under the brand name PetSecure, leading the market place since 1989 in providing Canadian pet parents with innovative coverage to meet the diverse needs of their pets.
For more information on Western visit www.westernfg.ca.
FOR FURTHER INFORMATION
Western shareholders with procedural questions regarding the Offer process should contact Georgeson, the Information Agent for the Offer at the toll free number 1-866-725-6575 or by email at firstname.lastname@example.org
On behalf of Desjardins Financial Group
André Chapleau, Director of Media Relations
1-866-866-7000, extension 7229
On behalf of Western Financial Group
Arlene Beggs , Executive Assistant to the CEO