Fairstone Bank to acquire Laurentian Bank of Canada
Torys is acting as counsel to Fairstone Bank of Canada with a team that includes John Emanoilidis, Richard Willoughby, Leah Frank, Max Ledger, Aaron Good, Adam Ibrahim, Jordan Wright and Charlie Mortimer (corporate/M&A), Blair Keefe and Eli Monas (bank regulatory), Omar Wakil, Eric Patenaude and Christopher Caparelli (competition and antitrust), Amanda Balasubramanian, Simon Williams and Jacob Weinstock (lending), Marissa Daniels, Hailey Schnier, and James Flynn (financial services regulatory), Sean McGurran (insurance regulatory), Christine Vogelesang and Peter Gilmore (securities regulatory), Adam Armstrong (commercial contracting), Jennifer Lennon, Ellie Kang, Parker Baglole and Ryan Davis (employment), Matthew Angelus, Colette Koopman, Marie-Pier Gagnon Nadeau and Erica Goldman (litigation), Molly Reynolds and Mavra Choudhry (privacy), Andy Gibbons (real estate), Jerald Wortsman and Richard Johnson (tax).
On December 2, 2025, Laurentian Bank of Canada ("Laurentian Bank") announced that it entered a definitive agreement pursuant to which Fairstone Bank of Canada ("Fairstone Bank") will acquire all of the issued and outstanding common shares of Laurentian Bank (the “Acquisition Transaction”) at a price of C$40.50 per share, in cash, for a total cash consideration of approximately C$1.9 billion.
Announced in parallel with the Acquisition Transaction, National Bank of Canada (directly or through one or more affiliates) ("National Bank") entered into a separate definitive agreement with Laurentian Bank to acquire Laurentian Bank’s retail and SME banking portfolios (the “Retail/SME Transaction”).
The Acquisition Transaction is subject to approval of 66 2/3% of the votes cast by Laurentian Bank shareholders at a special meeting of shareholders expected to be held in the first quarter of 2026. At the meeting, shareholders will vote to approve an amendment to Laurentian Bank's by-laws that will provide for the acquisition of Laurentian Bank shares as outlined in the terms of the Acquisition Transaction.
In addition to customary closing conditions, including receipt of key regulatory approvals, the Acquisition Transaction is also subject to the closing of the Retail/SME Transaction.
Assuming the receipt of all required approvals and the satisfaction of other customary closing conditions, both transactions are expected to close by late 2026.
Further information can be found on Canada Newswire’s website.
Founded in Montreal in 1846, Laurentian Bank is committed to serving its customers and fostering deep relationships with specialized groups. It runs operations across Canada – primarily in Québec and Ontario – as well as in the United States and competes where it sees market opportunity and has an edge, while harnessing the power of partnerships and collaboration.
Fairstone Bank and its subsidiaries, including Fairstone Financial Inc. and Home Trust Company, deliver innovative, accessible and reliable financial solutions that enable Canadians to reach their financial goals. Collectively, it offers residential and commercial mortgages, consumer deposits and GICs, retail and automobile financing, credit cards and digital lending, in addition to unsecured and secured personal loans online and at more than 255 branches coast to coast.
National Bank is one of Canada's six systemically important banks, with C$553 billion in assets as at July 31, 2025. It has approximately 34,000 employees in knowledge-intensive positions and operates through three business segments in Canada: Personal and Commercial Banking, Wealth Management and Capital Markets. A fourth segment, U.S. Specialty Finance and International, complements the growth of its domestic operations.