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First National Financial acquired for $2.9 billion by Birch Hill and Brookfield-backed Regal Bidco

First National Financial Corporation (TSX: FN) announced a definitive agreement with Regal Bidco Inc., an acquisition vehicle controlled by Birch Hill Equity Partners and Brookfield Asset Management, to acquire all outstanding common shares at $48.00 per share in cash. The deal values the company at approximately $2.9 billion and represents a 15.2% and 22.8% premium over the 30- and 90-day volume weighted average share prices, respectively, as of July 25, 2025. Founders Stephen Smith and Moray Tawse will each sell two-thirds of their holdings and retain a 19% indirect interest via Rollover Shares, while Birch Hill and Brookfield will jointly hold about 62%.

The transaction, approved unanimously by the board (excluding conflicted directors), followed a competitive strategic review overseen by an independent Special Committee. A formal valuation by BMO Capital Markets placed the fair market value at $44.00 to $50.00 per share, and BMO also rendered a fairness opinion supporting the deal. Jason Ellis will continue as CEO.

Legal advisors include Torys LLP (Company), Blake, Cassels & Graydon LLP (Special Committee), and Davies Ward Phillips & Vineberg LLP (Purchasers). RBC Capital Markets advised the Company; CIBC Capital Markets advised the Purchasers.

The transaction was completed on October 22, 2025.

Company

First National Financial Corporation

Company

Regal Bidco Inc.

Law Firm / Organization
Davies Ward Phillips & Vineberg LLP

Company

Birch Hill Equity Partners

Law Firm / Organization
Davies Ward Phillips & Vineberg LLP

Company

Brookfield Asset Management

Law Firm / Organization
Davies Ward Phillips & Vineberg LLP

Company

Special Committee of First National

Law Firm / Organization
Blake, Cassels & Graydon LLP
Merger & Acquisition
Banking/Finance
$ 2,900,000,000
Closed
22 October 2025