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Winpak Reports 2025 Second Quarter Results

Winpak Reports 2025 Second Quarter Results

Cision Canada4 days ago
WINNIPEG, MB, July 24, 2025 /CNW/ - Winpak Ltd. (WPK) today reports consolidated results in US dollars for the second quarter of 2025, which ended on June 29, 2025.
Winpak Ltd. manufactures and distributes high-quality packaging materials and related packaging machines. The Company's products are used primarily for the packaging of perishable foods, beverages and in healthcare applications.
1 EBITDA is not a recognized measure under IFRS Accounting Standards (IFRS). Management believes that in addition to net income, this measure provides useful supplemental information to investors including an indication of cash available for distribution prior to debt service, capital expenditures, payment of lease liabilities and income taxes. Investors should be cautioned, however, that this measure should not be construed as an alternative to net income, determined in accordance with IFRS, as an indicator of the Company's performance. The Company's method of calculating this measure may differ from other companies and, accordingly, the results may not be comparable.
(presented in US dollars)
Forward-looking statements: Certain statements made in the following Management's Discussion and Analysis contain forward-looking statements including, but not limited to, statements concerning possible or assumed future results of operations of the Company. Forward-looking statements represent the Company's intentions, plans, expectations and beliefs, and are not guarantees of future performance. Such forward-looking statements represent Winpak's current views based on information as at the date of this report. They involve risks, uncertainties and assumptions and the Company's actual results could differ, which in some cases may be material, from those anticipated in these forward-looking statements. Factors that could cause results to differ from those expected include, but are not limited to: the terms, availability and costs of acquiring raw materials and the ability to pass on price increases to customers; ability to negotiate contracts with new customers or renew existing customer contracts with less favorable terms; timely response to changes in customer product needs and market acceptance of our products; the potential loss of business or increased costs due to customer or vendor consolidation; competitive pressures, including new product development; industry capacity, and changes in competitors' pricing; ability to maintain or increase productivity levels; ability to contain or reduce costs; foreign currency exchange rate fluctuations; changes in governmental regulations, including environmental, health and safety; changes in Canadian and foreign tariff rates; changes in Canadian and foreign income tax rates, income tax laws and regulations. Unless otherwise required by applicable securities law, Winpak disclaims any intention or obligation to publicly update or revise this information, whether as a result of new information, future events or otherwise. The Company cautions investors not to place undue reliance upon forward-looking statements.
Financial Performance
Net income attributable to equity holders of the Company (Earnings) for the second quarter of 2025 of $30.2 million declined by 22.2 percent from the $38.8 million recorded in the corresponding quarter in 2024. The deterioration in gross profit was a key factor, lowering Earnings by $6.6 million. In addition, net finance income led to a contraction in Earnings of $2.4 million. Furthermore, operating expenses subtracted $2.1 million from Earnings. Conversely, foreign exchange elevated Earnings by $2.3 million. In combination, all other factors raised Earnings by $0.2 million.
For the six months ended June 29, 2025, Earnings amounted to $64.8 million, a decrease of 12.9 percent compared to the 2024 first half result of $74.3 million. The sizeable contraction in gross profit reduced Earnings by $6.5 million. Additionally, net finance income dampened Earnings by $4.9 million. Earnings declined by $1.9 million due to higher operating expenses. Foreign exchange added $2.1 million to Earnings. In total, all remaining items boosted Earnings by $1.7 million.
Operating Segments and Product Groups
The Company provides three distinct types of packaging technologies: a) flexible packaging, b) rigid packaging and flexible lidding and c) packaging machinery. Each is deemed to be a separate operating segment.
The flexible packaging segment includes the modified atmosphere packaging, specialty films and biaxially oriented nylon product groups. Modified atmosphere packaging extends the shelf life of perishable foods, while at the same time maintains or improves the quality of the product. The packaging is used for a wide range of markets and applications, including fresh and processed meats, poultry, cheese, medical device packaging, high performance pouch applications and high-barrier films for converting applications. Specialty films include a full line of barrier and non-barrier films which are ideal for converting applications such as printing, laminating and bag making, including shrink bags. Biaxially oriented nylon film is stretched by length and width to add stability for further conversion using printing, metalizing or laminating processes and is ideal for food packaging applications such as cheese, fluid and viscous liquids, and industrial applications such as book covers and balloons.
The rigid packaging and flexible lidding segment includes the rigid containers, lidding and specialized printed packaging product groups. Rigid containers include portion control and single-serve containers, as well as plastic sheet, custom and retort trays, which are used for applications such as food, pet food, beverage, dairy, industrial and healthcare. Lidding products are available in die-cut, daisy chain and rollstock formats and are used for applications such as food, dairy, beverage, pet food, industrial and healthcare. Specialized printed packaging provides packaging solutions to the pharmaceutical, healthcare, nutraceutical, cosmetic and personal care markets.
Packaging machinery includes a full line of horizontal fill/seal machines for preformed containers and vertical form/fill/seal pouch machines for pumpable liquid and semi-liquid products and certain dry products.
Revenue in the second quarter of 2025 was $272.8 million, $10.7 million or 3.8 percent less than the second quarter of 2024. Volumes receded by 3.1 percent when compared to the second quarter of 2024. Muted customer demand within certain product categories contributed to the result. No significant customer loss has been experienced thus far in 2025. The flexible packaging operating segment recorded an expansion in volumes of 4 percent. Volume growth of 5 percent was attained by the modified atmosphere packaging product group, reflecting healthy gains with meat and dairy applications. Within the rigid packaging and flexible lidding operating segment, volumes dropped by 10 percent. The rigid container product group experienced an 8 percent decline in volumes stemming from lower snack food and juice container shipments. For the lidding product group, volumes fell by 10 percent because of weaker specialty beverage and retort pet food activity. Packaging machinery volumes decreased by 23 percent as a greater number of machines were delivered to customers in the second quarter of 2024. In the current year, several customers withheld order placement due to economic uncertainty. Selling price and mix changes had a negative effect on revenue of $1.0 million. Foreign exchange lowered revenue by an additional $0.7 million.
For the first six months of 2025, revenue fell by 0.5 percent to $557.6 million from $560.3 million in the comparable prior year period. Volumes were virtually unchanged. Within the flexible packaging operating segment, volume gains amounted to 4 percent. For the modified atmosphere packaging product group, solid volume growth of 6 percent reflected the inroads made with meat and dairy accounts. Biaxially oriented nylon product group volumes retreated by 8 percent as machine operating performance negatively impacted available capacity. The rigid packaging and flexible lidding operating segment's volumes narrowed by 5 percent. Rigid container volumes decreased by 3 percent due to a reduction in snack food, applesauce and juice container shipments. For the lidding product group, volumes declined by 8 percent. The contraction in specialty beverage and applesauce lidding volumes accounted for the negative variance. Packaging machinery volumes recorded a modest downturn of 3 percent. Selling price and mix changes raised revenue by 0.4 percent while foreign exchange lowered revenue by 0.6 percent.
Gross Profit Margins
Gross profit margins in the current quarter of 29.4 percent of revenue declined by 3.1 percentage points from the 2024 second quarter result of 32.5 percent of revenue. Raw material cost reductions were accompanied by a similar magnitude of selling price decreases, which included concessions stemming from heightened competitive pressures in the modified atmosphere packaging market. The Company's cost structure was adversely affected by higher personnel and quality related expenses. Personnel expenses included an aggregate of $2.3 million in one-time payments made to every employee to commemorate the 50th anniversary of Winpak's incorporation. Additionally, elevated production waste and diminished output levels increased the effective cost of production.
Gross profit margins in the first six months of 2025 contracted by 1.5 percentage points to 30.3 percent of revenue from the 31.8 percent recorded in the 2024 year-to-date comparative period. Higher selling prices, resulting from the change in product mix, combined with a decline in raw material costs, raised Earnings by $5.5 million. Other factors combined to reduce Earnings by $12.0 million, the most notable were production waste and expenses related to inventory disposals on account of quality issues. Also influential were the one-time employee payments and the substantial accumulation of finished goods inventories in the prior year which lowered the overall cost of production in that year.
During the second quarter of 2025, the raw material purchase price index was unchanged compared to the first quarter of 2025. Polypropylene resin increased by 5 percent while nylon resin experienced a decrease of 7 percent. Over the past 12 months, the index dropped by 6 percent.
Expenses and Other
Operating expenses in the second quarter of 2025, exclusive of foreign exchange, progressed at a rate of 3.7 percent whereas sales volumes decreased by 3.1 percent, resulting in a reduction in Earnings of $2.1 million. One-time employee payments amounted to $0.8 million. Furthermore, the continued inflationary impact on personnel expenses was unfavorable. Foreign exchange had a positive effect on Earnings of $2.3 million due to the favorable translation differences recorded on the revaluation of monetary assets and liabilities in comparison to the unfavorable translation differences recorded in the same quarter in 2024. Net finance income dampened Earnings by $2.4 million as the magnitude of cash invested in short-term deposits and money market accounts was much lower than a year earlier. The lower balance was largely a result of the share buyback program as well as the special dividend paid in early 2025.
On a year-to-date basis, operating expenses, adjusted for foreign exchange, advanced at a rate of 2.8 percent in comparison to the 0.3 percent reduction in sales volumes, thereby having an unfavorable impact on Earnings of $1.9 million. This was attributed to the rise in personnel expenses. Foreign exchange elevated Earnings by $2.1 million. The positive translation differences recorded on the revaluation of monetary assets and liabilities denominated in Canadian dollars was in contrast to the negative translation differences recorded in the first six months of 2024. Due to the substantial decrease in the balance of cash invested in short-term deposits and money market accounts, net finance income tempered Earnings by $4.9 million.
On March 24, 2025, the Toronto Stock Exchange (the "TSX") accepted a notice filed by Winpak of its intention to renew its normal course issuer bid (the "NCIB") with respect to its outstanding common shares. The notice provided that Winpak may, during the 12-month period commencing March 26, 2025 and ending no later than March 25, 2026, purchase through the facilities of the TSX and other alternative Canadian trading systems up to a maximum of 3,087,500 common shares in total, being 5.0 percent of the issued and outstanding shares of Winpak as of March 18, 2025. The price which Winpak will pay for any common shares will be the market price at the time of acquisition. Daily purchases under the NCIB will be generally limited to 13,761 common shares, other than block purchases. All shares purchased will be canceled. In connection with the NCIB, Winpak has entered into an automatic share purchase plan with CIBC World Markets Inc. to facilitate the purchase of common shares under the NCIB, including at times when Winpak would ordinarily not be permitted to purchase its common shares due to regulatory restrictions or self-imposed blackout periods. As at June 29, 2025, the Company had purchased 235,649 common shares under its current NCIB.
The Company's cash and cash equivalents balance ended the second quarter of 2025 at $356.0 million, a decrease of $0.4 million from the end of the prior quarter. Winpak generated strong cash flows from operating activities before changes in working capital of $50.8 million. The net investment in working capital increased by $1.9 million. In order to limit the impact of potential, upcoming tariffs, the Company continued to accumulate inventories within the United States. Cash was used for property, plant and equipment additions of $26.5 million, income tax payments of $15.9 million, common share repurchases of $5.5 million, dividend payments of $2.2 million and other items totaling $1.9 million. Net finance income provided cash of $2.7 million.
For the first half of 2025, the cash and cash equivalents balance declined by $141.2 million. Cash flows generated from operating activities before changes in working capital were solid at $109.2 million. Working capital consumed $21.7 million in cash. The $20.3 million build up of inventories was largely due to the measures taken since early 2025 to minimize the effect of cross-border import tariffs. Cash outflows included: dividend payments of $135.4 million (including special dividend of $131.1 million), property, plant and equipment expenditures of $45.9 million, income tax payments of $30.9 million, common share repurchases of $19.2 million and other items amounting to $2.5 million. Net finance income produced incremental cash of $5.2 million.
Looking Forward
Despite the challenges and uncertainties relating to the current trade environment, Winpak remains optimistic about the profitability level for the second half of the year. However, modifications to the currently enacted tariffs could have a sizeable impact on the Company's growth aspirations and manufacturing costs.
With the exception of foil-based products, the Company's entire product portfolio is presently exempt from tariffs under the United States-Mexico-Canada Agreement (USMCA). Furthermore, nearly all raw materials sourced within North America are exempt from tariffs. The Company has implemented and will continue to implement an assortment of counter measures to minimize the impact of tariffs in both the short and long-term. In addition, the Company is reevaluating the overall strategic roadmap in order to augment its resilience to a more protectionist trade environment.
For the balance of 2025, onboarding new business opportunities will be the key to achieving sales volume growth. Recently added extrusion capacity within the modified atmosphere packaging facility will continue to be a key contributor, targeting the dairy market. In addition, the initiation of recently awarded pet food and healthcare business will expand volumes. Based on the preceding factors, sales volume growth for the remainder of 2025 should reflect a modest improvement over relatively flat volume growth posted for the first half of 2025.
Raw material costs have moved within a narrow range over the past six months. Market expectations are that overall resin and foil prices will be relatively stable for the balance of the year. The Company is optimistic that the majority of the foil import tariffs will be passed along to customers. Going forward, the additional manufacturing costs relating to waste and quality should be curtailed significantly. Winpak expects gross profit margins for the second half of 2025 to be within the range of 30 to 32 percent.
Capital expenditures of approximately $100 to $110 million are forecast for 2025, highlighted by the completion of the extensive expansion of the Winnipeg, Manitoba modified atmosphere packaging facility. Concurrently, Winpak will assess prospective acquisition opportunities that align strategically with the Company's core strengths, especially those that are focused on medical and pharmaceutical applications.
Winpak Ltd.
These interim condensed consolidated financial statements have not been audited or reviewed by the Company's independent external auditors, KPMG LLP. For a complete set of notes to the condensed consolidated financial statements, refer to www.sedar.com or the Company's website, www.winpak.com.
Winpak Ltd.
Condensed Consolidated Statements of Income
(thousands of US dollars, except per share amounts) (unaudited)
Quarter Ended
Year-To-Date Ended
June 29
June 30
June 29
June 30
2025
2024
2025
2024
Revenue
272,800
283,496
557,602
560,279
Cost of sales
(192,594)
(191,431)
(388,851)
(382,022)
Gross profit
80,206
92,065
168,751
178,257
Sales, marketing and distribution expenses
(23,992)
(24,418)
(48,315)
(49,067)
General and administrative expenses
(13,646)
(12,414)
(26,235)
(25,134)
Research and technical expenses
(5,764)
(5,435)
(11,342)
(10,731)
Pre-production expenses
(127)
-
(280)
-
Other income (expenses)
1,056
(1,730)
(312)
(2,009)
Income from operations
37,733
48,068
82,267
91,316
Finance income
3,754
7,094
7,889
14,628
Finance expense
(1,074)
(1,162)
(2,449)
(2,522)
Income before income taxes
40,413
54,000
87,707
103,422
Income tax expense
(10,474)
(14,981)
(23,323)
(28,628)
Net income for the period
29,939
39,019
64,384
74,794
Attributable to:
Equity holders of the Company
30,205
38,825
64,781
74,347
Non-controlling interests
(266)
194
(397)
447
29,939
39,019
64,384
74,794
Basic and diluted earnings per share - cents
49
61
105
116
Condensed Consolidated Statements of Comprehensive Income
(thousands of US dollars) (unaudited)
Quarter Ended
Year-To-Date Ended
June 29
June 30
June 29
June 30
2025
2024
2025
2024
Net income for the period
29,939
39,019
64,384
74,794
Items that will not be reclassified to the statements of income:
Cash flow hedge (losses) gains recognized
-
(354)
57
(1,160)
Cash flow hedge losses transferred to property, plant and equipment
-
115
378
64
-
(239)
435
(1,096)
Items that are or may be reclassified subsequently to the statements of income:
Cash flow hedge gains (losses) recognized
2,540
(508)
2,832
(1,563)
Cash flow hedge losses transferred to the statements of income
734
344
1,580
352
Income tax effect
(876)
44
(1,181)
324
2,398
(120)
3,231
(887)
Other comprehensive income (loss) for the period - net of income tax
2,398
(359)
3,666
(1,983)
Comprehensive income for the period
32,337
38,660
68,050
72,811
Attributable to:
Equity holders of the Company
32,603
38,466
68,447
72,364
Non-controlling interests
(266)
194
(397)
447
32,337
38,660
68,050
72,811
Winpak Ltd.
Condensed Consolidated Statements of Changes in Equity
(thousands of US dollars) (unaudited)
Attributable to equity holders of the Company
Non-
Share
Retained
controlling
capital
Reserves
earnings
Total
interests
Total equity
Balance at January 1, 2024
29,195
1,361
1,319,491
1,350,047
33,602
1,383,649
Comprehensive (loss) income for the period
Cash flow hedge losses, net of tax
-
(2,305)
-
(2,305)
-
(2,305)
Cash flow hedge losses transferred to the statements
of income, net of tax
-
258
-
258
-
258
Cash flow hedge losses transferred to property, plant and
equipment
-
64
-
64
-
64
Other comprehensive loss
-
(1,983)
-
(1,983)
-
(1,983)
Net income for the period
-
-
74,347
74,347
447
74,794
Comprehensive (loss) income for the period
-
(1,983)
74,347
72,364
447
72,811
Dividends
-
-
(2,818)
(2,818)
-
(2,818)
Repurchase of common shares
(876)
-
(63,250)
(64,126)
-
(64,126)
Balance at June 30, 2024
28,319
(622)
1,327,770
1,355,467
34,049
1,389,516
Balance at December 30, 2024
27,735
(3,174)
1,224,097
1,248,658
35,216
1,283,874
Comprehensive income (loss) for the period
Cash flow hedge gains, net of tax
-
2,131
-
2,131
-
2,131
Cash flow hedge losses transferred to the statements
of income, net of tax
-
1,157
-
1,157
-
1,157
Cash flow hedge losses transferred to property, plant and
equipment
-
378
-
378
-
378
Other comprehensive income
-
3,666
-
3,666
-
3,666
Net income (loss) for the period
-
-
64,781
64,781
(397)
64,384
Comprehensive income (loss) for the period
-
3,666
64,781
68,447
(397)
68,050
Dividends
-
-
(4,400)
(4,400)
-
(4,400)
Repurchase of common shares
(320)
-
(20,106)
(20,426)
-
(20,426)
Balance at June 29, 2025
27,415
492
1,264,372
1,292,279
34,819
1,327,098
Winpak Ltd.
Condensed Consolidated Statements of Cash Flows
(thousands of US dollars) (unaudited)
Quarter Ended
Year-To-Date Ended
June 29
June 30
June 29
June 30
2025
2024
2025
2024
Cash provided by (used in):
Operating activities:
Net income for the period
29,939
39,019
64,384
74,794
Items not involving cash:
Depreciation
13,507
13,086
27,193
25,766
Amortization - deferred income
(499)
(426)
(965)
(844)
Amortization - intangible assets
346
387
696
778
Employee defined benefit plan expenses
676
697
1,357
1,356
Net finance income
(2,680)
(5,932)
(5,440)
(12,106)
Income tax expense
10,474
14,981
23,323
28,628
Other
(949)
(652)
(1,311)
(1,017)
Cash flow from operating activities before the following
50,814
61,160
109,237
117,355
Change in working capital:
Trade and other receivables
5,747
(12,509)
6,801
(7,131)
Inventories
(10,153)
(9,951)
(20,335)
(7,320)
Prepaid expenses
(346)
1,754
(2,879)
159
Trade payables and other liabilities
2,443
(1,180)
(5,140)
10,995
Contract liabilities
370
391
(181)
(528)
Employee defined benefit plan contributions
(1,220)
(19)
(1,238)
(1,174)
Income tax paid
(15,921)
(23,803)
(30,900)
(34,598)
Interest received
3,637
6,686
7,443
14,078
Interest paid
(973)
(1,062)
(2,204)
(2,328)
Net cash from operating activities
34,398
21,467
60,604
89,508
Investing activities:
Acquisition of property, plant and equipment - net
(26,537)
(27,086)
(45,934)
(74,429)
Acquisition of intangible assets
(151)
(9)
(419)
(32)
(26,688)
(27,095)
(46,353)
(74,461)
Financing activities:
Payment of lease liabilities
(509)
(402)
(911)
(799)
Dividends paid
(2,155)
(1,436)
(135,399)
(2,907)
Repurchase of common shares
(5,474)
(56,567)
(19,172)
(62,878)
(8,138)
(58,405)
(155,482)
(66,584)
Change in cash and cash equivalents
(428)
(64,033)
(141,231)
(51,537)
Cash and cash equivalents, beginning of period
356,458
554,366
497,261
541,870
Cash and cash equivalents, end of period
356,030
490,333
356,030
490,333
SOURCE Winpak Ltd.
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As part of the Transaction, the Company's founders, Stephen Smith and Moray Tawse (together with their associates and affiliates, the "Rolling Shareholders"), who currently hold approximately 37.4% and 34.0%, respectively, of the outstanding Shares, will each sell approximately two-thirds of their current shareholdings in the Company for the same cash consideration per Share as other shareholders, and have agreed to exchange their remaining Shares (the "Rollover Shares") for ownership interests in the Purchaser. As a result, on closing of the Transaction, Messrs. Smith and Tawse are each expected to maintain an indirect approximate 19% interest in First National, with Birch Hill and Brookfield holding the remaining approximate 62% interest. The Transaction is not subject to any financing condition and is expected to close in the fourth quarter of 2025, subject to obtaining the required shareholder, court and regulatory approvals and the satisfaction of other customary closing conditions. The Purchase Price represents a premium of approximately 15.2% and 22.8% to the 30 and 90-trading day volume weighted average trading price, respectively, of the Shares on the Toronto Stock Exchange (the "TSX") on July 25, 2025, the last trading day prior to the announcement of the Transaction. The Purchase Price is also above the 52-week high closing price of the Shares as of July 25, 2025 and represents a total shareholder return of approximately 2,149% on the Company's initial public offering Share price, including the Company's historical dividend payments. The Purchase Price implies an aggregate total equity value of approximately $2.9 billion, inclusive of the Rollover Shares, and values the Company at a 16.5x price-to-earnings multiple based on the Company's reported trailing twelve months net income attributable to common shareholders as of March 31, 2025. "This Transaction represents the start of an exciting new chapter for First National," said Jason Ellis, CEO of First National. "Birch Hill and Brookfield bring significant expertise in the Canadian financial services industry, and we are excited to partner with them to grow our platform, drive innovation, and deliver for our customers, employees and institutional partners." Transaction Details The Transaction emerged from a robust strategic review process conducted by the Company, under the oversight of a committee of independent directors (the "Special Committee") advised by independent and highly qualified legal and financial advisors. The review process involved a competitive process in which multiple acquisition proposals were received and reviewed by the Special Committee. The Company entered into the Arrangement Agreement based on the unanimous approval of the Company's board of directors (the "Board") (with conflicted directors abstaining) after receiving the unanimous recommendation of the Special Committee. Both the Board and the Special Committee determined, after receiving financial and legal advice, that the Transaction is in the best interests of the Company and the consideration to be received by the holders of the Shares (the "Shareholders") (other than the Rolling Shareholders) is fair, and recommend that Shareholders vote in favour of the Transaction at the special meeting of Shareholders to be held to approve the Transaction. In connection with the Transaction, the Rolling Shareholders, who collectively hold approximately 71.4% of the outstanding Shares, have entered into irrevocable voting agreements agreeing to vote their Shares in favour of the Transaction and against any competing acquisition proposals. In addition, each of the other directors and executive officers of the Company, who collectively hold less than 1% of the outstanding Shares, have entered into voting agreements agreeing to vote their Shares in favour of the Transaction. Under the terms of the Transaction, the Class A Preference Shares, Series 1 (the "Series 1 Preferred Shares") and Class A Preference Shares, Series 2 (the "Series 2 Preferred Shares" and, together with the Series 1 Preferred Shares, the "Preferred Shares") of the Company are expected to remain outstanding in accordance with their terms following closing of the Transaction. The Preferred Shares will continue to be listed on the TSX and, as a result, the Company will continue to be a reporting issuer under applicable Canadian securities laws following closing of the Transaction. The 2.961% Series 3 Senior Unsecured Notes due November 17, 2025, 7.293% Series 4 Senior Unsecured Notes due September 8, 2026 and the 6.261% Series 5 Senior Unsecured Notes due November 1, 2027 (collectively, the "Company Notes") will be redeemed on the closing of the Transaction to the extent outstanding at such time. Each holder of Company Notes outstanding at such time will receive a cash amount equal to the applicable redemption price, plus accrued and unpaid interest, as of the closing date in accordance with the terms of such holder's Company Notes. First National intends to continue paying its regular monthly cash dividend of $0.208334 per Share in the ordinary course through to closing of the Transaction and regular quarterly dividends on the Preferred Shares in accordance with their terms. Transaction Rationale The conclusions and recommendations of the Special Committee and the Board were based on a number of factors, including the following: Compelling Value and Immediate Liquidity to Shareholders: The all-cash Purchase Price provides Shareholders with certainty of value and immediate liquidity. The Purchase Price represents a premium of approximately 15.2% and 22.8% to the 30 and 90-trading day volume weighted average trading price, respectively, per Share as of July 25, 2025, and is also above the 52-week high closing price of the Shares as of that date. Market Check: The Transaction is the result of a robust strategic review process led by the Company's financial advisor, RBC Capital Markets, which included outreach to a broad pool of potential buyers and resulted in multiple acquisition proposals, of which the proposal submitted by the Purchaser offered the highest value to Shareholders. Formal Valuation: The Special Committee received an opinion from its independent valuator and financial advisor BMO Capital Markets ("BMO") that, as of July 27, 2025, and based on BMO's analysis and subject to the assumptions, limitations and qualifications to be set forth in BMO's written valuation, the fair market value of the Shares is in the range of $44.00 to $50.00 per Share. Fairness Opinion: The Special Committee received an opinion from BMO that, as of July 27, 2025, and subject to the assumptions, limitations and qualifications to be set forth in BMO's written fairness opinion, the consideration to be received by Shareholders (other than the Rolling Shareholders) pursuant to the Transaction is fair, from a financial point of view, to such Shareholders. Arrangement Agreement Terms: The Arrangement Agreement is the result of a comprehensive negotiation process that was undertaken at arm's length with the oversight and participation of the Special Committee advised by independent and highly qualified legal and financial advisors and resulted in terms and conditions that are reasonable in the judgment of the Special Committee and the Board. Ability to Respond to Superior Proposal: Under the Arrangement Agreement, the Board of Directors, in certain circumstances until Shareholder approval is obtained, is able to consider any unsolicited acquisition proposals, and where the Board determines that an acquisition proposal is a superior proposal may, subject to a right to match in favour of the Purchaser, withdraw, modify or amend its recommendation that Shareholders vote to approve the Arrangement. However, under the Arrangement Agreement the Company is required to proceed with holding a vote on the Transaction, even if the Board has changed its recommendation. Break Fee: The break fee payable by the Company of $50 million is only payable in limited circumstances such as where the Arrangement Agreement is terminated as a result of a change in the Board's recommendation. Reverse Break Fee: The Company is entitled to a reverse break fee of $75 million in certain circumstances, including if the Arrangement Agreement is terminated by the Company as a result of the Purchaser's failure to close. No Financing Condition: The Transaction is not subject to a financing condition. Minority Vote and Court Approval: The Transaction must be approved by two-thirds of the votes cast by Shareholders, as well as by a simple majority of the votes cast by Shareholders excluding the Shares held by the Rolling Shareholders and any other Shareholders required to be excluded from such vote in the context of a "business combination" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and by the Ontario Superior Court of Justice (Commercial List), which will consider the fairness and reasonableness of the Transaction to Shareholders. Support for the Transaction: As described above, the Rolling Shareholders as well as all of the directors and executive officers of the Company have entered into voting agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction at the special meeting of Shareholders to be held to approve the Transaction. Formal Valuation and Fairness Opinion In connection with its review and consideration of the Transaction, the Special Committee engaged BMO as its independent valuator and financial advisor and requested that BMO prepare a formal valuation in accordance with MI 61-101. BMO delivered an oral opinion that, as of July 27, 2025, and based on BMO's analysis and subject to the assumptions, limitations and qualifications to be set forth in BMO's written valuation, the fair market value of the Shares is in the range of $44.00 to $50.00 per Share. In addition, BMO provided an oral opinion that, as of July 27, 2025, and subject to the assumptions, limitations and qualifications to be set forth in BMO's written fairness opinion, the consideration to be received by Shareholders (other than the Rolling Shareholders) pursuant to the Transaction is fair, from a financial point of view, to such Shareholders. Additional Transaction Details The Transaction is to be completed by way of a plan of arrangement under the Business Corporations Act (Ontario). The Transaction is subject to a number of conditions customary for transactions of this nature, including, among others: (i) the approval of at least two-thirds of the votes cast by Shareholders (including the Rolling Shareholders) at a special meeting of Shareholders; (ii) the approval of a simple majority of the votes cast by Shareholders other than the Rolling Shareholders and any other Shareholders required to be excluded pursuant to MI 61-101 at such special meeting; (iii) clearance under the Competition Act (Canada); and (iv) court approval. Completion of the Transaction is not subject to a financing condition. The Company expects to hold the special meeting of Shareholders to consider and vote on the Transaction in September 2025. If approved at the meeting, the Transaction is expected to close in the fourth quarter of 2025, subject to court approval, Competition Act (Canada) clearance and other customary closing conditions. Following closing of the Transaction, the Purchaser intends to cause the Shares to be delisted from the TSX. The Preferred Shares will remain listed on the TSX. Jason Ellis is expected to remain First National's Chief Executive Officer and lead the business in all aspects of its operations. First National's current leadership team is also expected to continue following the conclusion of the Transaction. Further information regarding the terms and conditions of the Transaction are set out in the Arrangement Agreement, which will be publicly filed under the Company's SEDAR+ profile at Additional information regarding the terms of the Arrangement Agreement, the background to the Transaction, the independent valuation and fairness opinion and the rationale for the recommendation by the Special Committee and the Board will be provided in the information circular for the special meeting of Shareholders, which will also be filed under the Company's SEDAR+ profile at Early Warning Disclosure by the Rolling Shareholders Further to the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Stephen Smith, 16 York Street, Suite 1900, Toronto, Ontario, M5J 0E6, will file an amended early warning report in connection with his participation in the Transaction as a Rolling Shareholder and for which he has entered into an irrevocable voting agreement agreeing to vote his Shares in favour of the Transaction and against any competing acquisition proposals, which agreement restricts the ability to vote for, support or participate in a competing transaction for as long as the Arrangement Agreement is in force and for a period of four months following the termination of the Arrangement Agreement in certain circumstances, including as a result of the failure to obtain the required Shareholder approval. Stephen Smith, through Smith Financial Corporation ("SFC") and FNSC Holdings Inc. ("FNSC", and together with SFC, the "Smith Entities"), currently owns 22,409,355 of the issued and outstanding Shares representing approximately 37.4% of the issued and outstanding Shares (on a fully diluted basis). SFC intends to transfer ownership of its Rollover Shares to a newly formed Ontario limited partnership prior to closing of the Transaction in exchange for units of the partnership. Following completion of the Transaction, Stephen Smith will beneficially own an indirect approximate 19% interest in First National. The Smith Entities hold Shares for investment purposes and expect to review from time to time the investment in the Company and may, depending on the market and other conditions: (i) acquire additional securities, options or related derivatives in the open market, in privately negotiated transactions or otherwise, and (ii) dispose of all or a portion of the securities, options or related derivatives over which they now or hereafter exercise, or may be deemed to exercise, control or direct. A copy of Stephen Smith's related early warning report will be filed with the applicable securities commissions and will be filed under the Company's SEDAR+ profile at Further information and a copy of the early warning report of Stephen Smith may be obtained by contacting: Justin Brenner, SVP, Managing Director, Smith Financial Corporation, [email protected], (647) 446-2122. Further to the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Moray Tawse, 16 York Street, Suite 1900, Toronto, Ontario, M5J 0E6 will file an amended early warning report in connection with his participation in the Transaction as a Rolling Shareholder and for which he has entered into an irrevocable voting agreement agreeing to vote his Shares in favour of the Transaction and against any competing acquisition proposals, which agreement restricts the ability to vote for, support or participate in a competing transaction for as long as the Arrangement Agreement is in force and for a period of four months following the termination of the Arrangement Agreement in certain circumstances, including as a result of the failure to obtain the required Shareholder approval. Moray Tawse, through 801420 Ontario Limited ("Tawse Holdco") and The Tawse Family Charitable Foundation (The Tawse Family Charitable Foundation together with Tawse Holdco, the "Tawse Entities"), currently owns 20,404,355 Shares representing approximately 34.0% of the issued and outstanding Shares (on a fully diluted basis). Tawse Holdco intends to transfer ownership of its Rollover Shares to a newly formed Ontario limited partnership prior to closing of the Transaction in exchange for units of the partnership. Following completion of the Transaction, Moray Tawse will beneficially own an indirect approximate 19% interest in First National. The Tawse Entities hold Shares for investment purposes and expect to review from time to time the investment in the Company and may, depending on the market and other conditions: (i) acquire additional securities, options or related derivatives in the open market, in privately negotiated transactions or otherwise, and (ii) dispose of all or a portion of the securities, options or related derivatives over which they now or hereafter exercise, or may be deemed to exercise, control or direct. A copy of Moray Tawse's related early warning report will be filed with the applicable securities commissions and will be filed under the Company's SEDAR+ profile at Further information and a copy of the early warning report of Moray Tawse may be obtained by contacting: Eric Torelli, Chief Financial Officer, Chambertin Asset Management Ltd., [email protected], (416) 994-7507. The Company's head office address is 16 York Street, Suite 1900, Toronto, Ontario, M5J 0E6. Advisors RBC Capital Markets is acting as financial advisor to the Company. BMO Capital Markets is acting as financial advisor and independent valuator to the Special Committee. Torys LLP is acting as legal advisor to the Company. Blake, Cassels & Graydon LLP is acting as legal advisor to the Special Committee. CIBC Capital Markets is acting as financial advisor and Davies Ward Phillips & Vineberg LLP is acting as legal advisor to Birch Hill and Brookfield. Birch Hill and Brookfield's debt financing for the transaction was fully underwritten by Canadian Imperial Bank of Commerce, RBC Capital Markets, and TD Securities, as Joint Bookrunners and Co-Lead Arrangers. Initial commitments were also provided by The Bank of Nova Scotia and National Bank of Canada, and will be followed by a general syndication. About First National First National Financial Corporation is the parent company of First National Financial LP, a Canadian-based originator, underwriter and servicer of predominantly prime residential (single-family and multi-unit) and commercial mortgages. With more than $155 billion in mortgages under administration, First National is one of Canada's largest non-bank mortgage originators and underwriters. For more information, please visit About Birch Hill Birch Hill is a Canadian mid-market private equity firm with a long history of driving growth in its portfolio companies and delivering returns to its investors. Based in Toronto, Birch Hill currently has over $6 billion in capital under management. Since 1994, the firm has made 73 investments, with 59 fully realized. Today, Birch Hill's 14 partner companies collectively represent one of Canada's largest corporate entities with over $8 billion in total revenue and more than 40,000 employees. About Brookfield Brookfield Asset Management (NYSE: BAM, TSX: BAM) is a leading global alternative asset manager with over US$1 trillion of assets under management. Brookfield invests client capital for the long term with a focus on real assets and essential service businesses that form the backbone of the global economy. Brookfield offers a range of alternative investment products to investors around the world — including public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors. Brookfield's private equity business, which manages over US$145 billion of assets under management, focuses on driving operational transformation in businesses providing essential products and services. Forward-Looking Information This news release contains statements that are "forward-looking information" within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of terms such as "may", "will, "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. Forward-looking statements include, among other things, statements with respect to the Transaction, including statements with respect to the rationale of the Special Committee and the Board for entering into the Arrangement Agreement, the terms and conditions of the Arrangement Agreement, the premium to be received by Shareholders, the expected benefits of the Transaction, the intention to continue to pay monthly dividends on the Shares and regular quarterly dividends on the Preferred Shares, the anticipated timing and the various steps to be completed in connection with the Transaction, including receipt of Shareholder, court and regulatory approvals, the anticipated timing for closing of the Transaction, the anticipated delisting of the Shares from the TSX, the anticipated treatment of the Preferred Shares and the Company Notes and the Company's status as a reporting issuer under applicable securities laws. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking information. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking information include, but are not limited to: the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and court approvals and other conditions of closing necessary to complete the Transaction or for other reasons; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; risks relating to the retention of key personnel during the interim period; the possibility of litigation relating to the Transaction; risks related to the diversion of management's attention from the Company's ongoing business operations; and the other risk factors identified under "Risks and Uncertainties Affecting the Business" in the Company's latest management's discussion and analysis and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under the Company's SEDAR+ profile at These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking information, which speaks only as of the date of this release and is subject to change after such date. Management and First National disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required under securities laws.

Trump's tariff threats against Canada face legal hurdles ahead of August deadline
Trump's tariff threats against Canada face legal hurdles ahead of August deadline

Vancouver Sun

time13 hours ago

  • Vancouver Sun

Trump's tariff threats against Canada face legal hurdles ahead of August deadline

Donald Trump's plan to realign global trade faces its latest legal barrier this week in a federal appeals court — and Canada is bracing for the U.S. president to follow through on his threat to impose higher tariffs. While Trump set an Aug. 1 deadline for countries to make trade deals with the United States, the president's ultimatum has so far resulted in only a handful of frameworks for trade agreements. Deals have been announced for Japan, Vietnam, Indonesia, the Philippines and the United Kingdom — but Trump indicated last week that an agreement with Canada is far from complete. Start your day with a roundup of B.C.-focused news and opinion. By signing up you consent to receive the above newsletter from Postmedia Network Inc. A welcome email is on its way. If you don't see it, please check your junk folder. The next issue of Sunrise will soon be in your inbox. Please try again Interested in more newsletters? Browse here. 'We don't have a deal with Canada, we haven't been focused on it,' Trump told reporters Friday. Trump sent a letter to Prime Minister Mark Carney threatening to impose 35 per cent tariffs if Canada doesn't make a trade deal by the deadline. The White House has said those duties would not apply to goods compliant with the Canada-U.S.-Mexico Agreement on trade. Canadian officials have also downplayed expectations of a new economic and security agreement materializing by Friday. 'We'll use all the time that's necessary,' Carney said last week. Countries around the world will also be watching as Trump's use of a national security statute to hit nations with tariffs faces scrutiny in the United States Court of Appeals for the Federal Circuit. The U.S. Court of International Trade ruled in May that Trump does not have the authority to wield tariffs on nearly every country through the use of the International Economic Emergency Powers Act of 1977. The act, usually referred to by the acronym IEEPA, gives the U.S. president authority to control economic transactions after declaring an emergency. No previous president had ever used it for tariffs and the U.S. Constitution gives power over taxes and tariffs to Congress. The Trump administration quickly appealed the lower court's ruling on the so-called 'Liberation Day' and fentanyl-related tariffs and arguments are set to be heard in the appeal court on Thursday. The hearing combines two different cases that were pushing against Trump's tariffs. One involves five American small businesses arguing specifically against Trump's worldwide tariffs, and the other came from 12 states pushing back on both the 'Liberation Day' duties and the fentanyl-related tariffs George Mason University law professor Ilya Somin called Trump's tariff actions a 'massive power grab.' Somin, along with the Liberty Justice Center, is representing the American small businesses. 'We are hopeful — we can't know for sure obviously — we are hopeful that we will continue to prevail in court,' Somin said. Somin said they are arguing that IEEPA does not 'give the president the power to impose any tariff he wants, on any nation, for any reason, for as long as he wants, whenever he feels like it.' He added that 'the law also says there must be an emergency and an unusual and extraordinary threat to American security or the economy' — and neither the flow of fentanyl from Canada nor a trade deficit meet that definition. U.S. government data shows a minuscule volume of fentanyl is seized at the northern border. The White House has said the Trump administration is legally using powers granted to the executive branch by the Constitution and Congress to address America's 'national emergencies of persistent goods trade deficits and drug trafficking.' There have been 18 amicus briefs — a legal submission from a group that's not party to the action — filed in support of the small businesses and states pushing against Trump's tariffs. Two were filed in support of the Trump administration's actions. Brent Skorup, a legal fellow at the Washington-based Cato Institute, said the Trump administration is taking a vague statute and claiming powers never deployed by a president before. The Cato Institute submitted a brief that argued 'the Constitution specifies that Congress has the power to set tariffs and duties.' Skorup said there are serious issues with the Trump administration's interpretation of IEEPA. 'We don't want power consolidated into a single king or president,' he said. It's expected the appeals court will expedite its ruling. Even if it rules against the duties, however, they may not be immediately lifted. White House Press Secretary Karoline Leavitt has said the Supreme Court should 'put an end to this.' There are at least eight lawsuits challenging the tariffs. Canada is also being hit with tariffs on steel, aluminum and automobiles. Trump used different powers under the Trade Expansion Act of 1962 to enact those duties. Our website is the place for the latest breaking news, exclusive scoops, longreads and provocative commentary. Please bookmark and sign up for our daily newsletter, Posted, here .

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