Shareholders to receive aggregate consideration of $15.27 per common share comprised of $7.45, plus proceeds of £4.15, which equals approximately $7.82 based on the GBP/CAD exchange rate as of November 13, 2026 (which may fluctuate prior to closing due to changes in the exchange rate) from the concurrent sale of the Company's wealth management business in the UK & Crown Dependencies

Canaccord Genuity to be acquired in an all-cash transaction, providing liquidity to shareholders upon completion, subject to closing conditions

Holders of the Series C Preferred Shares to receive $25.30 per share in cash, plus accrued and unpaid dividends

Holders of an aggregate of approximately 35% of the outstanding Common Shares (including Common Shares issuable on conversion of convertible debentures) have indicated support for the Go Private Transaction

Go Private Transaction unanimously recommended by a Special Committee of independent directors and unanimously approved by the Board (with Mr. Daviau abstaining), supported by an independent formal valuation and three fairness opinions

TORONTO, Nov. 15, 2026 /CNW/ -- Canaccord Genuity Group Inc. (TSX: CF) (the "Company") today announced that it has entered into an arrangement agreement (the "Arrangement Agreement") with CG Acquisitionco Inc. (the "CG Purchaser"), an entity wholly owned by Dan Daviau, Chairman and Chief Executive Officer of Canaccord Genuity Group Inc.

Under the Arrangement Agreement, and conditional upon completion of the concurrently announced sale (the "CGWM UK Sale") of the Company's UK wealth management business ("CGWM UK"), the CG Purchaser will acquire (a) all of the issued and outstanding common shares of the Company (the "Common Shares"), other than those held by Mr. Daviau and his affiliates, for aggregate consideration, payable in cash, comprised of (i) $7.45 attributable to the remaining business of the Company following the completion of the CGWM UK Sale, plus (ii) £4.15 (the "GBP Amount"), being the amount attributable to each Common Share from the anticipated proceeds to be received by the Company from the CGWM UK Sale (after taking into consideration certain reasonable assumptions and adjustments, as further described below), and (b) all of the issued and outstanding Cumulative 5-Year Rate Reset First Preferred Shares, Series C (the "Series C Preferred Shares"), for $25.30 per Series C Preferred Share, payable in cash, plus accrued and unpaid dividends (the "Go Private Transaction").

On closing of the Go Private Transaction, the GBP Amount will be converted into Canadian dollars at the then current GBP/CAD exchange rate and the aggregate consideration will be paid to holders of Common Shares entirely in Canadian dollars.

As the GBP Amount will not be converted until closing, the Canadian-dollar value of the aggregate consideration payable per Common Share will fluctuate with the GBP/CAD exchange rate until closing of the Go Private Transaction and may be higher or lower at closing than as of the date hereof. No hedging arrangement will be put in place and the GBP Amount will be converted at the exchange rate then applicable at closing. Based on the latest exchange rate (as of November 13, 2026), the consideration payable per Common Share in respect of the GBP Amount would be approximately $7.82 (for total aggregate consideration of approximately $15.27 per Common Share).

Holders of Series C Preferred Shares will receive $25.30 per Series C Preferred Share in cash, plus accrued and unpaid dividends, and will not be exposed to exchange rate fluctuations.

The Go Private Transaction was negotiated, and unanimously recommended, with the input of financial and legal advisors, by a special committee of independent directors (the "Special Committee"), chaired by Lead Independent Director Michael Auerbach, and unanimously approved by the board of directors of the Company (the "Board") (with Mr. Daviau abstaining).

Michael Auerbach, Lead Independent Director and Chair of the Special Committee, said:

"The Special Committee undertook a thorough and independent review of the proposed transaction, working closely with our financial and legal advisors to evaluate the terms and consider available alternatives. Based on this comprehensive process, we believe the transaction delivers compelling value and provides an attractive outcome for shareholders. Throughout our review, our priority has been to protect shareholder interests, maximize value, and ensure a fair and transparent process."

"Today's announcement represents a compelling opportunity for shareholders to realize significant value, following a period of substantial share price appreciation and meaningful outperformance relative to our peers, reflecting, in part, market speculation regarding potential transactions involving the Company," said Dan Daviau, Chairman and CEO of the Company. "The proposed sale of our UK wealth management business is an important milestone in the Company's evolution and will result in a smaller and less diversified business. We believe private ownership will provide greater flexibility to invest in our people, strengthen our capabilities and pursue long-term growth. Our priorities remain serving our clients, supporting our employees and positioning our businesses for continued success."

Including Mr. Daviau, certain employees, directors and shareholders of the Company, collectively holding or controlling approximately 17.5% of the outstanding Common Shares, have committed to support and vote in favour of the Go Private Transaction, including through voting and support agreements with the CG Purchaser.  Within such group are employees (the "Supporting Employees"), who, in their capacity as limited partners, have committed to direct CG Partners Limited Partnership to vote their pro rata interest in the Common Shares held by CG Partners Limited Partnership in favour of the Go Private Transaction (which Common Shares are included in the 17.5%).

CG Partners Limited Partnership itself, which holds, on behalf of employee limited partners, approximately 14.3% of the outstanding Common Shares and $12 million of convertible debentures, representing holdings of approximately 15.3% of the Common Shares assuming full conversion of the CG Partners Limited Partnership's convertible debentures (of which Supporting Employees have a right to direct the voting of 4.2% of the Common Shares and other employee limited partners have the right to direct the voting of 11.1%), has entered into a voting and support agreement under which CG Partners Limited Partnership has agreed, among other things, to convert the convertible debentures and to vote the Common Shares held by it in favour of the Go Private Transaction unless otherwise instructed by a limited partner.   

OstVast Capital Management Ltd., advised by ÖstVäst Advisory AB, has entered into a voting and support agreement pursuant to which it has agreed to vote any Common Shares held as of the record date in favour of the Go Private Transaction and exercise its conversion rights in respect of the convertible debentures it holds no later than five business days prior to closing. The Common Shares issuable upon conversion represent approximately 8.8% of the outstanding Common Shares assuming the conversion of all outstanding convertible debentures.  Accordingly, holders of an aggregate of approximately 35% of the outstanding Common Shares (including Common Shares issuable on conversion of convertible debentures), including Mr. Daviau, have indicated support for the Go Private Transaction.  The voting and support agreements terminate if the Arrangement Agreement is terminated in accordance with its terms, including where the Company accepts a superior proposal.

"As long-term investors in Canaccord Genuity, we have consistently had confidence in the management team and its ability to create value for shareholders. We believe the sale of the UK wealth management business at a fair valuation, together with the privatization of the remaining business, represents a compelling opportunity to unlock value for shareholders while establishing an ownership structure better suited to the remaining business. We are pleased to support the Go Private Transaction," said Viktor Danielson, CEO at ÖstVäst Advisory AB.

Go Private Transaction contingent on completion of CGWM UK Sale

Earlier today, the Company also announced that it has entered into a sale and purchase agreement (the "CGWM UK Sale Agreement") with certain other selling parties as sellers and affiliates of Centerbridge Partners, L.P. and Mubadala Investment Company PJSC (together, the "CGWM UK Purchaser") pursuant to which the CGWM UK Purchaser will acquire 100% of the outstanding securities of CGWM UK. The completion of the Go Private Transaction is conditional on the completion of the CGWM UK Sale, but the CGWM UK Sale is not contingent on the completion of the Go Private Transaction and is intended to proceed regardless of the completion of the Go Private Transaction. If the Go Private Transaction is not completed, there can be no assurance that the net proceeds of the CGWM UK Sale would be distributed to shareholders, in whole or in part, as the Company would expect to consider a range of alternatives including decreasing its net leverage, pursuing acquisitions, investing in the business and returning capital to shareholders. Please see the Company's press release dated November 15, 2026 for further details on the CGWM UK Sale.

The Company's UK capital markets business is not included in the CGWM UK Sale and will remain an integral part of the Company's global capital markets operations.

Transaction Highlights and Special Committee and Board Recommendations

The Special Committee was formed to, among other things, review and evaluate the CG Purchaser's proposal and the alternatives available to the Company, supervise the preparation of the formal valuation, negotiate the terms of the Arrangement Agreement and oversee a go-shop process contemplated in the Arrangement Agreement. Through the process undertaken by the Special Committee, and after consulting with its advisors, it was concluded that the Go Private Transaction represents the best outcome for the Company, its shareholders and its other stakeholders. As such, the Special Committee unanimously determined that the Go Private Transaction is in the best interests of the Company and fair to shareholders (other than Mr. Daviau), and unanimously recommended that the Board approve it. Based on, among other things, the unanimous recommendation of the Special Committee, the Board (with Mr. Daviau abstaining) unanimously determined that the Go Private Transaction is in the best interests of the Company and fair to shareholders (other than Mr. Daviau), and recommends that holders of Common Shares (other than Mr. Daviau) and Series C Preferred Shares vote in favour of it at a special meeting of shareholders (the "Meeting").

In reaching its determination and making its recommendation in respect of the Go Private Transaction, the Special Committee considered a number of factors, including the following:

• Value of CGWM UK Sale delivered to shareholders. Holders of Common Shares will receive, in cash, the Canadian-dollar equivalent of £4.15 per Common Share, being the amount attributable to each Common Share on closing of the Go Private Transaction from the anticipated proceeds to be received by the Company from the CGWM UK Sale, thereby directly participating in the value realized from the sale, a liquidity event achieved through a highly competitive sale process. The GBP Amount was determined after taking into consideration certain reasonable assumptions and adjustments relating to the CGWM UK Sale, including adjustments for debt and working capital, transaction costs and timing for closing, and  tax impacts associated with the transaction.
• Best price available following extensive negotiations. The Special Committee concluded, after extensive arm's length negotiations that considered a range of factors, including transaction-specific tax matters, that the consideration, which represents a significant increase from the consideration initially proposed by the CG Purchaser, was the highest price that could be obtained from the CG Purchaser.
• Certainty of value and liquidity. Subject, in the case of the Common Shares, to fluctuations in the GBP/CAD exchange rate until closing in respect of the GBP Amount, the all-cash consideration provides certainty of value and liquidity to shareholders. The Go Private Transaction is not subject to a financing condition and will be funded through fully committed debt and preferred equity financing, as well as the Company's proceeds from the CGWM UK Sale (after taking into consideration certain reasonable assumptions and adjustments).
• Premium to trading prices. The total consideration of $15.27 per Common Share, based on the latest exchange rate as described above, represents a 26.7% premium to the $12.05 closing price of the Common Shares on the TSX on February 13, 2026, the last trading day before the Company disclosed that it was continuing to assess options for CGWM UK, and a 7.8% premium to the 30-day volume-weighted average price ("VWAP") of the Common Shares on the TSX for the period ended November 13, 2026.
• Significant premium for the remaining business. The $7.45 per Common Share paid for the remaining business represents a 17.5% premium to the market-implied value of approximately $6.34 per Common Share based on the 30-day VWAP of the Common Shares on the TSX for the period ended November 13, 2026, and a 6.9% premium to the market-implied value of $6.97 per Common Share based on the November 13, 2026 closing price, in each case calculated pro forma for the CGWM UK Sale by deducting $7.82 per Common Share, representing the Canadian-dollar equivalent of the GBP Amount at the latest exchange rate as described above.
• Attractive value for Series C Preferred Shares. The $25.30 per Series C Preferred Share in cash, plus accrued and unpaid dividends, represents a $0.11 premium to the 30-day VWAP of the Series C Preferred Shares on the TSX for the period ended November 13, 2026, and exceeds the $25.00 per share at which the Company may redeem the Series C Preferred Shares on June 30, 2027.
• Independent Valuation and Fairness Opinions. INFOR Financial Inc. ("INFOR") has provided an opinion to the Special Committee and, at the direction of the Special Committee, to the Board (the "INFOR Fairness Opinion") that, as of November 15, 2026, and subject to the assumptions, limitations and qualifications set out therein, the consideration to be received by the holders of Common Shares (other than Mr. Daviau) under the Go Private Transaction is fair, from a financial point of view, to such holders. INFOR has also provided a separate opinion to the Special Committee and, at the direction of the Special Committee, to the Board (the "Series C Fairness Opinion") that, as of November 15, 2026, and subject to the assumptions, limitations and qualifications set out therein, the consideration to be received by the holders of Series C Preferred Shares under the Go Private Transaction is fair, from a financial point of view, to such holders. Under the supervision of the Special Committee, INFOR has also prepared a formal valuation of the Common Shares in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") (the "Formal Valuation"), which concluded that, as of November 15, 2026, and subject to the assumptions, limitations and qualifications set out therein, the fair market value of the Common Shares is in the range of $14.60 to $15.67 per Common Share. The $15.27 per Common Share consideration is within the range of the Formal Valuation.
• Additional Fairness Opinion. Greenhill & Co. Canada Ltd. ("Greenhill") has provided an opinion to the Special Committee and, at the direction of the Special Committee, to the Board (together with the INFOR Fairness Opinion and the Series C Fairness Opinion, the "Fairness Opinions") that, as of November 15, 2026, and subject to the assumptions, limitations and qualifications set out therein, the portion of the consideration consisting of $7.45 in cash per Common Share (excluding, for greater certainty, the additional amount per Common Share in respect of the proceeds of the CGWM UK Sale) to be received by holders of Common Shares (other than Mr. Daviau) under the Go Private Transaction is fair, from a financial point of view, to such holders.
• Compelling alternative to the status quo. Following the CGWM UK Sale, the Company would be a smaller and less diversified public company, with a lower proportion of more stable, fee-based wealth management earnings and a higher contribution from its more cyclical capital markets businesses, which have historically exhibited significantly greater earnings volatility, likely resulting in a higher perceived risk profile and cost of capital for the Company as a stand-alone public company. The Common Shares have also continuously traded at a discount to peers, with no immediately foreseeable catalyst to reverse this trend. As a result, remaining public would entail increased execution risks and costs. The Special Committee concluded that the Go Private Transaction offers greater and more certain value than remaining public, delivering the full value of the CGWM UK Sale and a premium for the remaining business, in cash on closing.
• Interconnectedness of CGWM UK Sale. The structure of the funding of the CGWM UK Sale provides a high degree of certainty that the portion of the aggregate consideration corresponding to the GBP Amount will be available at closing, since (i) the proceeds from the CGWM UK Sale will be paid directly to the depositary pursuant to the Go Private Transaction and (ii) such funding is a mutual condition to the completion of the Go Private Transaction, such that the Go Private Transaction will not be completed unless the proceeds have been so delivered. Conversely, the Go Private Transaction has been structured so as not to adversely affect the value, terms or certainty of completion of the CGWM UK Sale, which was negotiated independently and is not conditional on the completion of the Go Private Transaction, such that the Company would retain the value realized in the CGWM UK Sale even if the Go Private Transaction is not completed (although in such circumstances there can be no assurance that the value of such sale would be distributed to shareholders, in whole or in part).
• Go-shop. The Arrangement Agreement provides for a 45-day go-shop period, during which the Company, the Special Committee and its advisors will actively solicit and consider alternative proposals to acquire the Company (comprising its remaining business and the anticipated cash proceeds from the CGWM UK Sale) that could provide greater value to shareholders than the Go Private Transaction.
• Clear path to closing. The Go Private Transaction is not subject to a financing condition and is subject only to completion of the CGWM UK Sale and limited customary conditions, including certain regulatory approvals.
• Procedural safeguards. The Go Private Transaction was negotiated by a Special Committee of independent directors advised by financial and legal advisors, is supported by the Formal Valuation and the Fairness Opinions and requires approval by a majority of the minority of holders of Common Shares under MI 61-101 and by the Supreme Court of British Columbia.
• Shareholder support. Holders of an aggregate of approximately 35% of the outstanding Common Shares (including Common Shares issuable on conversion of convertible debentures), including Mr. Daviau, have indicated support for the Go Private Transaction, as described above.

Additional Transaction Details

The Go Private Transaction will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) and will require approval by (i) at least 66⅔% of the votes cast by holders of Common Shares; (ii) a simple majority of the votes cast by holders of Common Shares, excluding the votes of Mr. Daviau and any other person required to be excluded under MI 61-101; and (iii) at least 66⅔% of the votes cast by holders of the Series C Preferred Shares, voting separately as a class, in each case present or represented by proxy at the Meeting, which is expected to be held in the first quarter of calendar 2027. Registered shareholders will be entitled to dissent rights in respect of the Go Private Transaction.

As Mr. Daviau is a director and senior officer of the Company and wholly owns the CG Purchaser, the Go Private Transaction is a "business combination" under MI 61-101 and is subject to its formal valuation and minority approval requirements. Mr. Daviau currently beneficially owns, controls, or has voting rights over approximately 6.6 million Common Shares, representing approximately 6.3% of the outstanding Common Shares (including through his interest in CG Partners Limited Partnership and assuming full conversion of the CG Partners Limited Partnership's convertible debentures).

The Go Private Transaction is subject to approval of the Supreme Court of British Columbia, approval by the holders of Common Shares and the Series C Preferred Shares, completion of the CGWM UK Sale, regulatory approvals, and other customary closing conditions, and is currently expected to close in the first half of calendar 2027.

The Arrangement Agreement provides for a 45-day "go-shop" period ending on December 30, 2026, during which the Company, under the oversight of the Special Committee, intends to actively solicit alternative proposals to acquire the Company (comprising its remaining business and the anticipated cash proceeds from the CGWM UK Sale). After the go-shop period, the Company will be subject to customary non-solicitation covenants, with a "fiduciary out" for superior proposals, subject to the CG Purchaser's right to match. A termination fee of $41.6 million (representing approximately 2.3% of the equity value of the Company, or 4.75% of the equity value of the Company's remaining business, excluding the CGWM UK Sale proceeds) is payable by the Company in certain circumstances, including if it terminates to accept a superior proposal. In certain other limited circumstances where the termination fee is not payable, including if the CGWM UK Sale is terminated, the Company would reimburse the CG Purchaser's expenses up to $5 million. The CG Purchaser would reimburse the Company's expenses in certain limited circumstances, including if the Arrangement Agreement is terminated because of the CG Purchaser's breach or failure to complete the Go Private Transaction. Mr. Daviau has provided a limited guarantee of such obligations.

Subject to Board discretion, the Company intends to continue paying regular quarterly dividends on its Common Shares and Series C Preferred Shares until completion of the Go Private Transaction. Following completion, the Common Shares and Series C Preferred Shares are expected to be delisted from the TSX and the Company intends to apply to cease to be a reporting issuer. Canaccord Genuity will continue to be led by Mr. Daviau and the existing executive leadership team.

Copies of the Fairness Opinions and the Formal Valuation, additional details regarding the terms and conditions of the Go Private Transaction, the background to the Go Private Transaction, the rationale for the recommendations made by the Special Committee and the Board, and how shareholders can participate in and vote at the Meeting will be included in the management information circular to be mailed to shareholders in connection with the Meeting. Copies of the Arrangement Agreement and the voting and support agreements will be filed on the Company's SEDAR+ profile at www.sedarplus.ca and posted at www.cgf.com/investor-relations. Shareholders are urged to read the circular when available.

Advisors

Greenhill & Co. Canada Ltd., a Mizuho affiliate, is acting as independent financial advisor to the Special Committee, and INFOR Financial Inc. is acting as independent financial advisor and valuator to the Special Committee. Norton Rose Fulbright Canada LLP is acting as legal advisor to the Special Committee. Goodmans LLP is acting as legal advisor to the Company. Stikeman Elliott LLP is acting as legal advisor to Mr. Daviau and the CG Purchaser. National Bank Financial Inc. is acting as financial advisor to the CG Purchaser, with National Bank of Canada acting as sole underwriter on the committed financing arranged by the CG Purchaser.

In connection with the CGWM UK Sale, Macfarlanes is acting as legal counsel to CGWM UK. Fenchurch Advisory Partners is acting as financial advisor to Canaccord Genuity, with Morgan Lewis acting as legal counsel.

ABOUT CANACCORD GENUITY GROUP INC.

Through its principal subsidiaries, Canaccord Genuity Group Inc. is a leading independent, full-service financial services firm, with operations in two principal segments of the securities industry: wealth management and capital markets. Since its establishment in 1950, the Company has been driven by an unwavering commitment to building lasting client relationships. We achieve this by generating value for our individual, institutional and corporate clients through comprehensive investment solutions, brokerage services and investment banking services. The Company has wealth management offices located in Canada, the UK, Guernsey, Jersey, the Isle of Man and Australia. The Company's international capital markets division operates in North America, UK & Europe, Asia, and Australia.

Canaccord Genuity Group Inc. is publicly traded under the symbol CF on the TSX.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking information" within the meaning of applicable securities laws ("forward-looking statements"), including statements with respect to: the Go Private Transaction and the CGWM UK Sale, including the anticipated timing of, and the ability of the parties to complete, each transaction; the expected proceeds of the CGWM UK Sale and the delivery of such proceeds to the depositary in connection with the Go Private Transaction; the GBP Amount; the Canadian-dollar value of the consideration payable per Common Share and the premiums represented thereby; the anticipated benefits of the Go Private Transaction for the Company, its shareholders and other stakeholders; the receipt of required shareholder, court and regulatory approvals and the satisfaction of other closing conditions, including the completion of the CGWM UK Sale; the timing of the Meeting; the financing of the Go Private Transaction; the conversion or redemption of the Company's convertible debentures; the go-shop period and any superior proposal; the payment of dividends until closing; the anticipated delisting of the Common Shares and Series C Preferred Shares and the Company ceasing to be a reporting issuer; and the operation of the Company following closing. Forward-looking statements reflect management's current beliefs and are based on information currently available to management.

Forward-looking statements can often be identified by words such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "intend", "could" or similar terminology, and involve inherent risks and uncertainties that could cause actual results to differ materially.

Such risks include: the failure to obtain shareholder, court or regulatory approvals, or to satisfy other closing conditions, on a timely basis or at all, including prior to the outside date under the Arrangement Agreement; the risk that the Go Private Transaction will not be completed on the terms or timing currently contemplated, or at all; the failure to complete the CGWM UK Sale, in which case the Go Private Transaction would not be completed; the failure of the CGWM UK Purchaser to deliver the proceeds of the CGWM UK Sale to the depositary, which is a condition to completion of the Go Private Transaction; fluctuations in the GBP/CAD exchange rate, which may reduce the Canadian-dollar value of the consideration payable per Common Share; the failure of the CG Purchaser to obtain the financing; the significant indebtedness to be incurred by the CG Purchaser in connection with the Go Private Transaction; the exercise of dissent rights; the occurrence of a material adverse effect; the risk that competing offers or acquisition proposals will be made; the termination of the Arrangement Agreement and the possible payment of a termination fee or expense reimbursement; the negative impact that the failure to complete the Go Private Transaction, for any reason, could have on the price of the Common Shares and the Series C Preferred Shares or on the business of the Company; restrictions on the conduct of the Company's business prior to closing; litigation relating to the Go Private Transaction or the CGWM UK Sale; the effect of the announcement on the Company's business, employees, clients and share price; transaction costs; market and general economic conditions; the dynamic nature of the financial services industry; and the risks discussed in the Company's financial statements, annual report and annual information form ("AIF") filed on www.sedarplus.ca, including under "Risk Management" and "Risk Factors" in the AIF. Material assumptions include that all required approvals will be obtained and all conditions satisfied in a timely manner, that the CGWM UK Sale will be completed on its current terms and the proceeds thereof delivered to the depositary as contemplated by the Arrangement Agreement, that the financing will be funded in accordance with the financing commitments, and, with respect to the Canadian-dollar value of the consideration payable per Common Share, that the GBP/CAD exchange rate will not change materially from the exchange rate as of November 13, 2026.

Although the Company believes these assumptions are reasonable, there can be no assurance that actual results will be consistent with forward-looking statements, which are made as of the date of this press release, and readers should not place undue reliance on forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors not presently known to the Company or that the Company presently believes are not material. Except as required by law, the Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All of the forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

NO OFFER OR SOLICITATION

This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Canaccord Genuity shares.

(All dollar amounts are in Canadian dollars unless otherwise indicated.)

SOURCE Canaccord Genuity Group Inc.