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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.
Parties
Company
First National Financial Corporation
Company
Regal Bidco Inc.
Company
Birch Hill Equity Partners
Company
Brookfield Asset Management
Company
Special Committee of First National
Deal Type
Merger & AcquisitionIndustry
Banking/FinanceTransaction
$ 2,900,000,000Deal Status
ClosedClosing Date
22 October 2025