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Subsequent Events
12 Months Ended
Dec. 31, 2014
Subsequent Events  
Subsequent Event

 

Note 25. Subsequent Event

        On January 22, 2015, the Corporation entered into an Agreement and Plan of Merger (the "Merger Agreement") with Royal Bank of Canada, a Canadian chartered bank ("Royal Bank of Canada") and RBC USA Holdco Corporation, a Delaware corporation and wholly owned subsidiary of Royal Bank of Canada ("Holdco"), pursuant to which the Corporation will merge with and into Holdco with Holdco surviving the merger as a wholly owned subsidiary of Royal Bank of Canada (the "Merger").

        Under the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of common stock of the Corporation will be converted into the right to receive cash or common shares of Royal Bank of Canada, at the election of the holder, subject to proration and certain other limitations as set forth in the Merger Agreement. The Merger Agreement has been unanimously approved by the Board of Directors.

        As of January 21, 2015, the last trading day before public announcement of the transaction, total consideration for the transaction was valued at approximately $5.4 billion, or approximately $93.80 per share of common stock of the Corporation, based on Royal Bank of Canada's closing stock price on January 21, 2015. As of such date, the aggregate consideration would have been paid with approximately $2.7 billion in cash and approximately 44 million common shares of Royal Bank of Canada, representing approximately a 50 percent cash and 50 percent share mix. The actual transaction value will be based on the number of shares of common stock of the Corporation outstanding at the closing and the volume-weighted average Royal Bank of Canada common stock price for the ten trading days preceding closing. Completion of the Merger is subject to certain customary conditions, including, among others, approval by the stockholders of the Corporation and receipt of certain regulatory approvals.