City National Corporation to be Acquired by Royal Bank of Canada

Royal Bank of Canada will acquire all outstanding shares of City National Corp. in a transaction valued at approximately $5.4 billion. RBC will pay, on average, about $93.80 per City National share ($47.25 in cash and 0.7489 of an RBC common share) for each share of City National common stock, based on RBC’s closing stock price on January 21, 2015.

The deal has been approved by the boards of both companies and is expected to close before year’s end.

Following completion of this transaction, Russell Goldsmith will remain Chairman and CEO of City National, and will be responsible for RBC’s U.S. Wealth Management unit. Goldsmith has served as City National’s CEO since 1995, during which time the company’s assets have grown from $3.1 billion to $32.6 billion.

City National Bank has 75 branches and offices, including 16 full-service regional centers in Southern California, the San Francisco Bay Area, Nevada, New York City, Nashville and Atlanta. City National and its investment affiliates manage or administer $60.8 billion in client investment assets, including $48.1 billion under direct management.

Headed by President and CEO Dave McKay, RBC is Canada’s largest bank and one of the largest banks in the world, based on market capitalization. RBC employs approximately 78,000 employees who serve more than 16 million clients through offices in Canada, the U.S. and 38 other countries. In the United States, RBC already has a top-10 investment bank and the 8th largest wealth management firm. RBC has 8,000 employees in the U.S.

Bank of America Merrill Lynch and Sandler O’Neill + Partners, L.P. served as financial advisors to City National. Wachtell, Lipton, Rosen & Katz served as legal advisor to City National. RBC Capital Markets, LLC and J.P. Morgan Securities LLC served as financial advisors, and Sullivan & Cromwell LLP and Osler, Hoskin & Harcourt LLP served as legal advisors to Royal Bank of Canada in this transaction.