Osler, Norton Rose Fulbright, Torys, Stikeman Elliott, McCarthy Tétrault acting as legal counsel
Laurentian Bank of Canada is accelerating its 2024 strategic plan with a major restructuring that will see it exit retail and SME banking, refocus as a specialty commercial lender and be acquired by Fairstone Bank of Canada.
Under a definitive agreement announced this week, Fairstone will acquire all issued and outstanding common shares of Laurentian for $40.50 in cash per share, representing a premium of about 20 percent to Laurentian’s $33.76 closing price on December 1, 2025. The offer values the bank at roughly $1.9 billion in cash.
The Fairstone takeover is contingent on a separate transaction under which National Bank of Canada will first acquire Laurentian’s retail and SME banking portfolios and related assets and liabilities. Those include retail loans and deposits of approximately $3.3 billion and $7.6 billion, SME loans and deposits of about $0.8 billion and $0.6 billion, mutual funds of roughly $3.4 billion and syndicated loans of approximately $0.9 billion.
As part of the restructuring, Laurentian will close all of its branches in Québec once the National Bank transaction is completed. No branches or employees will be transferred to National Bank under the deal.
The agreements provide for reciprocal termination fees: $40 million between Laurentian and Fairstone, and $10 million between Laurentian and National Bank.
Fairstone framed the deal as a way to deepen its footprint in a core province and broaden its business mix.
"We view Québec as a key market and are excited to continue building our presence with the expertise we're acquiring from Laurentian Bank," Fairstone president and CEO Bank Scott Wood said in a press release. "This transaction strengthens Fairstone Bank's competitive position, diversifies revenue streams, and deepens our national lending footprint. It's a disciplined step forward that is very much aligned with our value creation plan."
Laurentian positioned the move as consistent with its shift toward specialized commercial banking outlined in its 2024 strategic plan.
"This announcement is aligned with the acceleration of Laurentian Bank's commercial specializations, as announced in our 2024 Strategic Plan," said Laurentian Bank president and CEO Éric Provost. "Joining forces with Fairstone Bank will allow us to grow our specialized commercial business even further, while maintaining our brand identity and head office in Montreal, where we were founded over 175 years ago. Partnering with National Bank will allow our customers to benefit from a broader range of services and improved, modern technology."
National Bank, for its part, underscored the fit with its growth ambitions in its home province.
"Leveraging our strong presence in Québec, this transaction aligns with our domestic growth strategy and is a natural fit," stated Laurent Ferreira, president and CEO of National Bank. "We look forward to welcoming Laurentian Bank's retail, SME, and syndicated loan clients, who will soon benefit from National Bank's leading digital services, an expanded range of financial products, and access to our extensive branch network and business banking teams."
On the advisory side, Osler, Hoskin & Harcourt LLP and Norton Rose Fulbright acted as legal counsel to Laurentian; Torys LLP and Stikeman Elliott LLP advised Fairstone; and McCarthy Tétrault LLP advised National Bank. J.P. Morgan Securities Canada Inc. served as lead financial advisor to Laurentian, Blair Franklin Capital Partners Inc. advised Laurentian’s special committee, and National Bank Capital Markets advised Fairstone.
The transactions are expected to close by late 2026, subject to regulatory approvals and customary closing conditions.
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