Strengthening iA’s position in the Canadian independent wealth management space
iA Financial Corporation (“iA”) and RF Capital Group (“RF Capital”)announced that they have entered into a definitive agreement (the “Arrangement Agreement”), pursuant to which iA will acquire all of the issued and outstanding common shares of RF Capital for $20.00 per share in cash (the “Transaction”).
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RF Capital is a leading independent wealth management company based in Canada, operating under the Richardson Wealth brand. It is renowned for providing comprehensive, client-focused financial advisory services tailored to the high-net worth market, with more than $40B in assets under administration.2
‘’This acquisition aligns with iA’s unique model, the iA way – highlighting our strategic approach to sustainable growth – by expanding our reach in target segments and enhancing our scalable distribution model,” said Denis Ricard, President and CEO of iA Financial Group. “We strongly affirm our commitment to the value of advice by empowering advisors with best-in-class tools and preserving their independence so they can assist clients feel secure about their financial future.”
“The addition of RF Capital reinforces iA Wealth’s position as a leading non-bank wealth platform in Canada offering additional reach in the independent full-service brokerage channel. By bringing together complementary distribution models, this transaction propels total iA Wealth’s advisory network AUA1 to about $175 billion7 and creates scale advantages in pricing, distribution, digital and brand strength,” said Stephan Bourbonnais, Executive Vice-President Wealth Management. “This transaction creates exciting opportunities for accelerated growth and strengthens the value proposition for both clients and advisors. We look forward to working with RF Capitalto empower advisors to grow their businesses and further meet the evolving needs of high-net worth Canadians.”
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“This milestone marks an exciting new chapter for RF Capital. By joining forces with iA, we unlock powerful opportunities across technology, product innovation, and operational scale enhancing the advisor value proposition through expanded capabilities and support,” said Dave Kelly, President and CEO of RF Capital. “Our advisors will continue to operate independently under the Richardson Wealth brand8, backed by the financial strength and stability of iA Financial Group, and remain fully dedicated to delivering trusted, personalized advice to their clients.”
“RF Capital’s board unanimously recommends this transaction, which brings excellent value to all stakeholders and provides a great home for our advisors, employees and clients to continue thriving,” said Don Wright, Chair of the RF Capital Board of Directors. “We encourage RF Capital shareholders to support the transaction.”
“We fully support the board’s decision to accept iA’s offer as being the best path forward to unlocking value for all stakeholders. This is an important decision for us given our support of the firm for over 20 years,” said Sandy Riley, President and CEO of Richardson Financial Group Limited. “We recognize that the best way to position Richardson Wealth for future success is by joining a strong, independent organization with the financial strength and scale to drive growth and a comprehensive range of products to enhance offerings for both advisors and clients.”
Unlocking meaningful synergy opportunities
The Transaction is expected to generate meaningful synergies while allowing RF Capitaland its advisorsto maintain operational independence and brand identity. Integration will be focused on areas of scalability, driving value across both organizations without disrupting front-line operations, such as:
- Cost synergies
- Third-party provider consolidation streamlining procurement and shared services
- Corporate function integration driving better operational alignment, increased flexibility, improved administrative efficiency and synergies from no longer operating as a standalone public company
- Technology, artificial intelligence capabilities and digital platform alignment boosting scalability, innovation, and improving advisor and client experiences
- Revenue synergies
- Three complementary business models enhancing appeal to potential recruits and accelerating advisory network growth
- Combined open-architecture platforms creating synergies across wealth management, capital markets, insurance, and advisory services
- Geographic growth strategy, creating synergies through additional complementary regional office networks
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Transaction financial highlights
- Purchase price of $597 million includes a $370 million valuation for RF Capital Capital’s fully diluted equity9 and $227 million in financial obligations (revolving debt and preferred shares)
- Retention advisor strategy to be deployed to maintain and grow our national distribution network10
- Purchase price will be funded by iA existing cash on hand and is expected to reduce iA’s solvency ratio11 by about 6 percentage points and to reduce the capital available for deployment12 by about $0.6 billion
- Acquisition expected to be neutral to core earnings in the first year and to be accretive to core EPS of at least $0.15 in the second year
- Transaction and integration costs are expected to amount to approximately $60 million before tax and to be incurred over the first three years, mostly in the first year
- Transaction supports iA’s core return on common shareholders’ equity13 financial target of 17%+ in 2027
- Purchase price represents a multiple of 6.7x the last 12 months fully synergized EBITDA14 ended March 31, 2025
- Purchase price represents 1.5% of RF Capital AUA15 as at June 30, 2025
Transaction structure highlights
- Consideration of $20.00 per issued and outstanding common share of RF Capital, payable entirely in cash, representing a premium of approximately 107% to the closing price of RF Capital’s common shares on the Toronto Stock Exchange (the “TSX”) on July 25, 2025 of $9.65 per common share and approximately 102% to the 30-day volume weighted average share price on the TSX for the period ending on July 25, 2025 of $9.93 per common share
- Pursuant to the Arrangement Agreement, iA will also acquire all of the issued and outstanding Cumulative 5-Year Rate Reset Preferred Shares, Series B of RF Capital (the “Series B Preferred Shares”) for $25.00 per share in cash, representing a premium to the 30-day volume weighted average share price on the TSX for the period ending on July 25, 2025 of 63% (plus all accrued and unpaid dividends and, to the extent closing occurs prior to March 31, 2026, a cash amount per Series B Preferred Share equal to the amount of the dividends that would have been payable in respect of a Series B Preferred Share from (and including) closing to (and excluding) March 31, 2026, as if the Series B Preferred Shares had remained outstanding during this period)
- RF Capitalshareholders will receive their consideration entirely in cash, which provides certainty of value and immediate liquidity
- The board of directors of RF Capital (the “Board of Directors”), after receiving the unanimousrecommendation from its special committee of independent directors (the “Special Committee”) unanimouslyrecommends thatRF Capital’s common shareholders and Series B preferred shareholders vote in favour of the Transaction
- RichardsonFinancial Group Limited, which owns approximately 44.32% of the common shares of RF Capital, and each of the directors and senior officers of RF Capital (collectively, the “Supporting Shareholders”) have entered into support and voting agreements pursuant to which they have all agreed to, among other things, vote all of their shares in favour of the Transaction
- CIBC Capital Markets (“CIBC”) and Cormark Securities Inc. (“Cormark”) have each provided the Special Committee and the Board of Directors with their verbal opinion that, as of July 27, 2025, subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by RF Capital’s common shareholders and Series B preferred shareholders is fair, from a financial point of view, to such holders
- Closing of the Transaction is expected to occur during Q4 2025, subject to the receipt of the required approvals from RF Capital’s common shareholders and certain regulatory approvals, as well as the satisfaction of other customary closing conditions
Special Committee and Board of Directors’ Recommendations
The Transaction was the result of a comprehensive negotiation process between RF Capital and iA that was undertaken with the supervision and involvement of RF Capital’s Special Committee comprised solely of independent directors.
The Special Committee, after receiving the fairness opinions of CIBC and Cormark, as well as legal and financial advice, and upon the consideration of a number of other factors, has unanimously recommended that the Board of Directors approve the Transaction and recommend to RF Capital’s common shareholders and Series B preferred shareholders to vote in favour of the Transaction at the meeting of shareholders to be called by RF Capital to approve the Transaction (the “Meeting”).
The Board of Directors has also evaluated the Transaction with RF Capital’s management and its legal and financial advisors and after receiving the fairness opinions, the unanimous recommendation from the Special Committee and legal and financial advice, has unanimously determined that the Transaction is in the best interests of RF Capital and is fair to its shareholders. The Board of Directors, after receiving the fairness opinions and upon the unanimous recommendation of the Special Committee, in consultation with its financial and legal advisors, and following the consideration of a number of factors, also recommends unanimously that RF Capital’s common shareholders and Series B preferred shareholders vote in favour of the Transaction at the Meeting.
Fairness Opinions
In connection with their review and consideration of the Transaction, RF Capital engaged CIBC as its exclusive financial advisor. The Special Committee retained Cormark to provide a fairness opinion to the Special Committee, and, at the request of the Special Committee, to the Board of Directors. CIBC and Cormark each provided a verbal opinion to the Board of Directors and the Special Committee that, as at July 27, 2025, subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by RF Capital’s common shareholders and Series B preferred shareholders is fair from a financial point of view to such shareholders.
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Source : businesswire