Bank of Montreal announces offering of common shares for gross proceeds of C$3.15 billion

Torys acted as counsel to BNP Paribas as an investor in the private placement with a team that included (Ricco) A.S. Bhasin, Janan Paskaran and Jon Macdonald (corporate).

On December 12, 2022, Bank of Montreal (“BMO") announced the issue and sale of common shares by way of a public offering and a concurrent private placement for gross proceeds totaling approximately C$3.15 billion.

Pursuant to the public offering, BMO has agreed to issue and sell 11,805,000 common shares at a price of C$118.60 per common share for total gross proceeds of approximately C$1.40 billion. The offering is being underwritten on a bought-deal basis by a syndicate of underwriters led by BMO Capital Markets. BMO granted the underwriters an option to purchase up to an additional 1,770,750 common shares at the public offering price exercisable at any time up to 30 days after closing of the offering.

In connection with the concurrent private placement, BMO agreed to issue and sell 14,755,477 common shares at the public offering price for aggregate gross proceeds of approximately C$1.75 billion to the following investors

• Caisse de dépôt et placement du Québec ("CDPQ");
• OMERS;
• Alberta Investment Management Corporation ("AIMCo");
• Healthcare of Ontario Pension Plan ("HOOPP");
• Public Sector Pension Investment Board ("PSP");
• Canada Pension Plan Investment Board ("CPP Investments"); and
• BNP Paribas SA ("BNPP").

Upon closing of the private placement, each investor will be entitled to a commitment fee equal to 3.5% of the aggregate purchase price for the common shares for which it subscribed.

BMO intends to use the net proceeds from the public offering and the private placement to align its capital position with increased regulatory requirements and for general corporate purposes.

Both the public offering and the private placement are anticipated to close on December 16, 2022, subject to customary conditions, including Toronto Stock Exchange and New York Stock Exchange approvals. Closing of the private placement with the investors, other than BNPP, will occur concurrently with, and conditional on, the closing of the public offering.

Closing of the private placement with BNPP is conditional on the closing of the public offering, the closing of the private placement by the other investors and the closing of BMO's previously announced acquisition of Bank of the West from BNPP.

Further information can be found on Canada Newswire’s website.

BMO Financial Group is a highly diversified financial services provider — the 8th largest bank, by assets, in North America — with total assets of C$1.14 trillion as of October 31, 2022. It provides a broad range of personal and commercial banking, wealth management and investment banking products and services to more than 12 million customers and conducts business through three operating groups: Personal and Commercial Banking, BMO Wealth Management and BMO Capital Markets.

BNP Paribas is the European Union’s leading bank and key player in international banking. It operates in 68 countries and has more than 193,000 employees, including nearly 148,000 in Europe.