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RBC to acquire Ferris, Baker Watts, IncorporatedStrategic move expands wealth management presence in key U.S. regions
MINNEAPOLIS and WASHINGTON, D.C., February 14, 2008 —
Royal Bank of Canada (RY on TSX and NYSE), and Washington
D.C.-based Ferris, Baker Watts, Incorporated (FBW), today
announced the signing of a definitive merger agreement pursuant
to which RBC Dain Rauscher Inc. will acquire FBW.
The details of the transaction were not disclosed. The acquisition
is subject to customary closing conditions, including approval
by U.S. and Canadian regulators and by FBW shareholders. The
transaction is expected to be completed by mid 2008.
FBW, a privately held, employee-owned full-service broker-dealer
and investment banking firm, has 42 branch offices and 15
Capital Markets/Support Services Offices in ten states and
the District of Columbia with more than 900 employees (330
of whom are financial consultants) and approximately $18.5
billion in assets under administration.
"FBW represents a strong strategic and cultural fit
for the U.S. wealth management business of RBC, and will significantly
expand our presence in the Eastern, Midwest and Mid-Atlantic
regions -- all important markets for us," said John Taft,
President and CEO of RBC Dain Rauscher - the RBC subsidiary
into which FBW will ultimately be combined.
"From the very start of our discussions with RBC, it
became clear that they share our commitment to integrity and
excellent service," said Roger L. Calvert, President
and CEO of FBW.
"Our firms have distinguished reputations and through
this agreement we will both be able to increase services to
our individual, corporate and institutional clients,"
added George M. Ferris, Chairman of FBW.
"The acquisition of FBW demonstrates RBC's continued
commitment to building our wealth management presence in the
U.S. and takes us one step closer to our goal of becoming
a nationally recognized investment, advisory and wealth management
firm," added Taft.
In addition to RBC Dain Rauscher, RBC's U.S. operations include:
RBC Centura, a personal and business bank based in Raleigh,
N.C.; RBC Insurance, a national provider of insurance protection
and asset accumulation solutions based in Greenville, S.C.;
RBC Capital Markets, the corporate and investment banking
arm of RBC; and RBC International Wealth Management with offices
in New York, Miami, Houston and San Francisco.
About Ferris, Baker Watts, Incorporated
Ferris, Baker Watts, Incorporated (FBW) is a full-service
securities broker-dealer and investment banking firm with
more than 900 employees, serving clients nationally from 42
Retail Branches and 15 Capital Markets and Support Services
offices located in California, Colorado, the District of Columbia,
Delaware, Maryland, Michigan, North Carolina, Ohio, Pennsylvania,
Virginia and West Virginia. With one of the largest retail
brokerage networks in the Mid-Atlantic region, the firm maintains
a focus on building and preserving wealth for individual investors
and has $18.5 billion in assets under administration. FBW
was formed in 1988 following the merger of Ferris and Co.
and Baker Watts (founded in 1900) and has operated independently
since that time serving individual, corporate and institutional
clients
About RBC Wealth Management
RBC Dain Rauscher Inc. is part of RBC's Wealth Management
segment, which directly serves affluent and high net worth
clients in Canada, the United States, Latin America, Europe
and Asia, and provides asset management and trust products
and services through RBC and third-party distributors and
has nearly $500 billion of assets under administration, more
than $160 billion of assets under management and more than
3,600 financial consultants, advisors, private bankers and
trust officers. RBC Dain Rauscher, a wholly owned subsidiary
of Royal Bank of Canada, is one of the largest full-service
securities firms in the U.S. The company serves individual
investors and businesses through offices coast to coast, and
capital markets and correspondent clients in select U.S. and
international markets. Founded in 1909, RBC Dain Rauscher
is a member of the New York Stock Exchange and other major
securities exchanges, as well as the Securities Investor Protection
Corp.
About RBC
Royal Bank of Canada (RY on TSX and NYSE) and its subsidiaries
operate under the master brand name of RBC. We are Canada's
largest bank as measured by assets and market capitalization
and one of North America's leading diversified financial services
companies. We provide personal and commercial banking, wealth
management services, insurance, corporate and investment banking,
and transaction processing services on a global basis. We
employ more than 70,000 full- and part-time employees who
serve more than 15 million personal, business, public sector
and institutional clients throughout offices in Canada, the
U.S. and 36 other countries. For more information, please
visit rbc.com.
Media Contacts:
RBC
John Bousquet, RBC Dain Rauscher, (612) 371-2225
Beja Rodeck, RBC, (416) 974-5506
Ferris, Baker Watts, Incorporated.
Robin Oegerle, FBW, (410) 659-4607
Investor Contacts:
Marcia Moffat, RBC, (416) 955-7803
Amy Cairncross, RBC, (416) 955-7809
For general investor relations information please visit: www.rbc.com/investorrelations.
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Additional information
RBC intends to file a registration statement on Form F-4
in connection with the transaction, and FBW intends to mail
a proxy statement/prospectus to FBW's shareholders in connection
with the transaction. Investors and securityholders of FBW
are urged to read the proxy statement/prospectus when it becomes
available because it will contain important information about
the companies, the transaction, the persons soliciting proxies
relating to the transaction, and related matters. When available,
investors and securityholders may obtain a free copy of the
Form F-4 and the proxy statement/prospectus at the SEC's web
site at www.sec.gov, or from
RBC or FBW.
Safe Harbor Regarding Forward-Looking Statements
Certain statements contained in this press release may be
deemed to be forward-looking statements under certain securities
laws, including the "safe harbor" provisions of
the United States Private Securities Litigation Reform Act
of 1995 and in any applicable Canadian securities legislation,
and Royal Bank of Canada and Ferris, Baker Watts, Incorporated
intend that such forward-looking statements be subject to
the safe-harbor created thereby. These forward-looking statements
include, but are not limited to statements with respect to
the acquisition of FBW by RBC. Forward-looking statements
are typically identified by words such as "believe",
"expect", "forecast", "anticipate",
"intend", "estimate", "plan"
and "project" and similar expressions of future
or conditional verbs such as "will", "may",
"should", "could", or "would".
By their very nature, forward-looking statements require
us to make assumptions and are subject to inherent risks and
uncertainties, which give rise to the possibility that our
predictions, forecasts, projections, expectations and other
forward-looking information, including statements about the
acquisition of FBW by RBC Dain Rauscher will not be achieved.
We caution readers not to place undue reliance on these statements
as a number of important factors could cause our actual results
to differ materially from the beliefs, plans, objectives,
expectations, anticipations, estimates and intentions expressed
in such forward-looking statements. These factors include,
but are not limited to the possibility that the proposed transaction
does not close when expected or at all because required regulatory,
shareholder or other approvals are not received or other conditions
to the closing are not satisfied on a timely basis or at all,
that the RBC Dain Rauscher and FBW may be required to modify
the terms and conditions of the proposed transaction to achieve
regulatory approval, or that the anticipated benefits of the
transaction are not realized as a result of such things as
the strength of the economy and competitive factors in the
areas where FBW does business; the impact of changes in the
laws and regulations regulating financial services and enforcement
thereof (including banking, insurance and securities); judicial
judgments and legal proceedings; RBC Dain Rauscher's ability
to complete the acquisition of FBW and to integrate it with
RBC Dain Rauscher successfully; reputational risks, and other
factors that may affect future results of Royal Bank of Canada,
RBC Dain Rauscher and FBW including changes in trade policies,
timely development and introduction of new products and services,
changes in tax laws, and technological and regulatory changes
. We caution that the foregoing list of important factors
is not exhaustive. Additional information about these and
other factors can be found in RBC's 2007 Annual Report.
Except as required by law, RBC, RBC Dain Rauscher and FBW
assume no obligation to update the forward-looking statements
contained in this press release.
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