EQB enters into agreement to acquire PC Financial from Loblaw

Torys is acting as counsel to Loblaw with a team that includes Adrienne DiPaolo, Adam Ibrahim, Madeleine Beaudry and Noah Brennen (corporate/M&A), Cameron Koziskie and Ebad Rahman (commercial contracting), Blair Keefe, Eli Monas, Jill McCutcheon and Melissa Prado (financial services regulatory), Dany Assaf (competition), Molly Reynolds and Nic Wall (privacy), Jennifer Lennon, Stephanie Kalinowski, Darryl Hiscocks and Parker Baglole (employment), Corrado Cardarelli and Benjamin Mann (tax) and Jim Hong (securitizations).

On December 3, 2025, EQB Inc. ("EQB") and Loblaw Companies Limited ("Loblaw") announced that they entered into a definitive agreement pursuant to which EQB will acquire President's Choice Bank ("PC Bank"), PC Financial Insurance Agency Inc., PC Financial Insurance Brokers Inc. and certain other affiliated entities of PC Bank (collectively, "PC Financial") for an estimated C$800 million, subject to adjustment.

Under the terms of the agreement, EQB will acquire (i) all of the issued and outstanding common shares in the capital of PC Bank, together with its reinsurance vehicles, and (ii) all of the issued and outstanding common shares in the capital of PC Financial Insurance Broker Inc. and PC Financial Insurance Agency Inc. The transaction will be financed through the issuance of 7.2 million EQB common shares to Loblaw subsidiaries with the remainder paid in cash. In addition, prior to closing of the transaction and subject to regulatory approval, Loblaw will release and receive approximately C$500 million of excess capital and other value from PC Bank, for estimated total of C$1.3 billion to Loblaw. Upon closing, Loblaw will own a minimum of 17% of EQB's issued and outstanding shares.

As part of the acquisition, EQB will enter into a long-term strategic relationship with Loblaw through a commercial agreement to become the exclusive financial partner of the PC Optimum loyalty program.

Closing is expected to occur in 2026, subject to customary conditions and regulatory approvals, including certain conditions set forth in the definitive agreement, receipt of approval from the Minister of Finance, clearance under the Competition Act (Canada) and execution and delivery of the Program Participation Agreement and an investor rights agreement.

In connection with the closing of the acquisition, EQB and Loblaw will enter into an investor rights agreement pursuant to which Loblaw will have board nomination rights, registration rights and pre-emptive rights, and will be subject to a four-year lock-up and a standstill restricting Loblaw and its affiliates from acquiring common shares of EQB if it would bring Loblaw's ownership above 25% of the issued and outstanding EQB common shares.

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

EQB is a leading digital financial services company with $137 billion in combined assets under management and administration as at July 31, 2025. It offers personal and commercial banking services through Equitable Bank, a wholly owned subsidiary and Canada's seventh largest bank by assets, and wealth management through ACM Advisors, a majority-owned subsidiary specializing in alternative assets.

PC Financial is a trusted Canadian banking brand, provides unprecedented value to customers, simplifying financial products to help Canadians Live Life Well. Through the PC Mastercard and the PC Money Account, its dedicated base of more than 2.5 million customers save on banking fees and have earned more than $1 billion worth of PC Optimum points to redeem for beauty, groceries, gas, apparel, and other products at participating stores.

Loblaw is Canada's food and pharmacy leader, and the nation's largest retailer. Loblaw provides Canadians with grocery, pharmacy and health services, other health and beauty products, apparel, general merchandise, financial services and wireless mobile products and services.