iA Financial Corporation to acquire RF Capital Group Inc.

Strengthening iA’s position in the Canadian independent wealth management space

• Adding more than $40B in assets under administration (AUA)^1,2 and enhancing presence in the high-net-worth segment
• Purchase price of $597 million includes a $370 million valuation for RF Capital’s fully diluted equity³ and $227 million in financial obligations (revolving debt and preferred shares)
• Advisor retention strategy to be deployed to maintain and grow our national distribution network⁴
• Expanding national footprint with RF Capital’s complementary and distinctive wealth advisory distribution model
• Unlocking strong synergy opportunities across technology, operations, innovation, and products
• Elevating value proposition and personalized financial solutions for clients through a best-in-class advisor digital platform and product selection
• Acquisition expected to be neutral to core earnings⁵ in the first year and to be accretive to core EPS⁶ of at least $0.15 in the second year

QUEBEC CITY & TORONTO–(BUSINESS WIRE)–iA Financial Corporation Inc. (“iA”) (TSX: IAG) and RF Capital Group Inc. (“RF Capital”) (TSX: RCG) announced today that they have entered into a definitive agreement (the “Arrangement Agreement”), pursuant to which iA will acquire all of the issued and outstanding common shares of RF Capital for $20.00 per share in cash (the “Transaction”).

RF Capital is a leading independent wealth management company based in Canada, operating under the Richardson Wealth brand. It is renowned for providing comprehensive, client-focused financial advisory services tailored to the high-net worth market, with more than $40B in assets under administration.²

‘’This acquisition aligns with iA’s unique model, the iA way – highlighting our strategic approach to sustainable growth – by expanding our reach in target segments and enhancing our scalable distribution model,” said Denis Ricard, President and CEO of iA Financial Group. “We strongly affirm our commitment to the value of advice by empowering advisors with best-in-class tools and preserving their independence so they can assist clients feel secure about their financial future.”

“The addition of RF Capital reinforces iA Wealth’s position as a leading non-bank wealth platform in Canada offering additional reach in the independent full-service brokerage channel. By bringing together complementary distribution models, this transaction propels total iA Wealth’s advisory network AUA¹ to about $175 billion⁷ and creates scale advantages in pricing, distribution, digital and brand strength,” said Stephan Bourbonnais, Executive Vice-President Wealth Management. “This transaction creates exciting opportunities for accelerated growth and strengthens the value proposition for both clients and advisors. We look forward to working with RF Capital to empower advisors to grow their businesses and further meet the evolving needs of high-net worth Canadians.”

“This milestone marks an exciting new chapter for RF Capital. By joining forces with iA, we unlock powerful opportunities across technology, product innovation, and operational scale—enhancing the advisor value proposition through expanded capabilities and support,” said Dave Kelly, President and CEO of RF Capital. “Our advisors will continue to operate independently under the Richardson Wealth brand⁸, backed by the financial strength and stability of iA Financial Group, and remain fully dedicated to delivering trusted, personalized advice to their clients.”

“RF Capital’s board unanimously recommends this transaction, which brings excellent value to all stakeholders and provides a great home for our advisors, employees and clients to continue thriving,” said Don Wright, Chair of the RF Capital Board of Directors. “We encourage RF Capital shareholders to support the transaction.”

“We fully support the board’s decision to accept iA’s offer as being the best path forward to unlocking value for all stakeholders. This is an important decision for us given our support of the firm for over 20 years,” said Sandy Riley, President and CEO of Richardson Financial Group Limited. “We recognize that the best way to position Richardson Wealth for future success is by joining a strong, independent organization with the financial strength and scale to drive growth and a comprehensive range of products to enhance offerings for both advisors and clients.”

Unlocking meaningful synergy opportunities

The Transaction is expected to generate meaningful synergies while allowing RF Capital and its advisors to maintain operational independence and brand identity. Integration will be focused on areas of scalability, driving value across both organizations without disrupting front-line operations, such as:

• Cost synergies
  • Third-party provider consolidation streamlining procurement and shared services
  • Corporate function integration driving better operational alignment, increased flexibility, improved administrative efficiency and synergies from no longer operating as a standalone public company
  • Technology, artificial intelligence capabilities and digital platform alignment boosting scalability, innovation, and improving advisor and client experiences
• Revenue synergies
  • Three complementary business models enhancing appeal to potential recruits and accelerating advisory network growth
  • Combined open-architecture platforms creating synergies across wealth management, capital markets, insurance, and advisory services
  • Geographic growth strategy, creating synergies through additional complementary regional office networks

Transaction financial highlights

• Purchase price of $597 million includes a $370 million valuation for RF Capital Capital’s fully diluted equity⁹ and $227 million in financial obligations (revolving debt and preferred shares)
• Retention advisor strategy to be deployed to maintain and grow our national distribution network¹⁰
• Purchase price will be funded by iA existing cash on hand and is expected to reduce iA’s solvency ratio¹¹ by about 6 percentage points and to reduce the capital available for deployment¹² by about $0.6 billion
• Acquisition expected to be neutral to core earnings in the first year and to be accretive to core EPS of at least $0.15 in the second year
• Transaction and integration costs are expected to amount to approximately $60 million before tax and to be incurred over the first three years, mostly in the first year
• Transaction supports iA’s core return on common shareholders’ equity¹³ financial target of 17%+ in 2027
• Purchase price represents a multiple of 6.7x the last 12 months fully synergized EBITDA¹⁴ ended March 31, 2025
• Purchase price represents 1.5% of RF Capital AUA¹⁵ as at June 30, 2025

Transaction structure highlights

• Consideration of $20.00 per issued and outstanding common share of RF Capital, payable entirely in cash, representing a premium of approximately 107% to the closing price of RF Capital’s common shares on the Toronto Stock Exchange (the “TSX”) on July 25, 2025 of $9.65 per common share and approximately 102% to the 30-day volume weighted average share price on the TSX for the period ending on July 25, 2025 of $9.93 per common share
• Pursuant to the Arrangement Agreement, iA will also acquire all of the issued and outstanding Cumulative 5-Year Rate Reset Preferred Shares, Series B of RF Capital (the “Series B Preferred Shares”) for $25.00 per share in cash, representing a premium to the 30-day volume weighted average share price on the TSX for the period ending on July 25, 2025 of 63% (plus all accrued and unpaid dividends and, to the extent closing occurs prior to March 31, 2026, a cash amount per Series B Preferred Share equal to the amount of the dividends that would have been payable in respect of a Series B Preferred Share from (and including) closing to (and excluding) March 31, 2026, as if the Series B Preferred Shares had remained outstanding during this period)
• RF Capital shareholders will receive their consideration entirely in cash, which provides certainty of value and immediate liquidity
• The board of directors of RF Capital (the “Board of Directors”), after receiving the unanimous recommendation from its special committee of independent directors (the “Special Committee”) unanimously recommends that RF Capital’s common shareholders and Series B preferred shareholders vote in favour of the Transaction
• Richardson Financial Group Limited, which owns approximately 44.32% of the common shares of RF Capital, and each of the directors and senior officers of RF Capital (collectively, the “Supporting Shareholders”) have entered into support and voting agreements pursuant to which they have all agreed to, among other things, vote all of their shares in favour of the Transaction
• CIBC Capital Markets (“CIBC”) and Cormark Securities Inc. (“Cormark”) have each provided the Special Committee and the Board of Directors with their verbal opinion that, as of July 27, 2025, subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by RF Capital’s common shareholders and Series B preferred shareholders is fair, from a financial point of view, to such holders
• Closing of the Transaction is expected to occur during Q4 2025, subject to the receipt of the required approvals from RF Capital’s common shareholders and certain regulatory approvals, as well as the satisfaction of other customary closing conditions

Special Committee and Board of Directors’ Recommendations

The Transaction was the result of a comprehensive negotiation process between RF Capital and iA that was undertaken with the supervision and involvement of RF Capital’s Special Committee comprised solely of independent directors.

The Special Committee, after receiving the fairness opinions of CIBC and Cormark, as well as legal and financial advice, and upon the consideration of a number of other factors, has unanimously recommended that the Board of Directors approve the Transaction and recommend to RF Capital’s common shareholders and Series B preferred shareholders to vote in favour of the Transaction at the meeting of shareholders to be called by RF Capital to approve the Transaction (the “Meeting”).

The Board of Directors has also evaluated the Transaction with RF Capital’s management and its legal and financial advisors and after receiving the fairness opinions, the unanimous recommendation from the Special Committee and legal and financial advice, has unanimously determined that the Transaction is in the best interests of RF Capital and is fair to its shareholders. The Board of Directors, after receiving the fairness opinions and upon the unanimous recommendation of the Special Committee, in consultation with its financial and legal advisors, and following the consideration of a number of factors, also recommends unanimously that RF Capital’s common shareholders and Series B preferred shareholders vote in favour of the Transaction at the Meeting.

Fairness Opinions

In connection with their review and consideration of the Transaction, RF Capital engaged CIBC as its exclusive financial advisor. The Special Committee retained Cormark to provide a fairness opinion to the Special Committee, and, at the request of the Special Committee, to the Board of Directors. CIBC and Cormark each provided a verbal opinion to the Board of Directors and the Special Committee that, as at July 27, 2025, subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by RF Capital’s common shareholders and Series B preferred shareholders is fair from a financial point of view to such shareholders.

Each fairness opinion provided to the Special Committee and the Board of Directors will be included in the management information circular (the “Circular”) to be mailed to RF Capital’s securityholders in connection with the Meeting and to be filed by RF Capital under its profile on SEDAR+ at www.sedarplus.ca and to be made available on RF Capital’s website at www.richardsonwealth.com/investor-relations/.

Additional Transaction Details

The Transaction will be implemented by way of a plan of arrangement under the Business Corporations Act (Ontario) and is subject to approval by certain regulatory bodies and court approval, after considering the procedural and substantive fairness of the Transaction. The Transaction is not subject to any financing condition.

The Transaction is subject to the approval by at least two-thirds of the votes cast by common shareholders voting in person or by proxy at the Meeting. The acquisition of the Series B Preferred Shares is conditional upon the approval of at least two-thirds of the votes cast by Series B preferred shareholders voting in person or by proxy at the Meeting. However, completion of the Transaction is not conditional upon the approval of the Series B preferred shareholders. If the requisite approval from the Series B preferred shareholders is not obtained, such Series B Preferred Shares will remain outstanding in accordance with their terms. Further details regarding the applicable voting requirements will be contained in the Circular.

The Arrangement Agreement contains customary non-solicitation covenants on the part of RF Capital, subject to customary “fiduciary out” provisions, as well as “right to match” provisions in favour of iA. A termination fee of $14.8 million would be payable by RF Capital to iA in certain circumstances, including in the context of a superior proposal supported by RF Capital.

In connection with the Transaction, the Supporting Shareholders have agreed to support and vote all of their shares in favour of the Transaction, subject to customary exceptions.

Upon the completion of the Transaction, RF Capital intends to cause its common shares, and to the extent the Transaction is approved by the Series B preferred shareholders, the Series B Preferred Shares, to be delisted from the TSX. If the Transaction is approved by the Series B preferred shareholders, following closing, iA intends to cause RF Capital to submit an application to cease to be a reporting issuer under applicable Canadian securities laws.

Additional information regarding the terms and conditions of the Transaction, the rationale for the recommendations made by the Board of Directors and the Special Committee, the fairness opinions, the applicable voting requirements for the Transaction, and how shareholders can participate in and vote at the Meeting, will be set out in the Circular. RF Capital intends to mail the Circular in the coming weeks and to hold the Meeting no later than September 22, 2025. Copies of the Arrangement Agreement, the support and voting agreements, the Circular and proxy materials in respect of the Meeting will be available under RF Capital’s profile on SEDAR+ at www.sedarplus.ca.

Advisors

CIBC Capital Markets is acting as exclusive financial advisor and Goodmans LLP is acting as legal counsel to RF Capital. Cormark Securities Inc. is providing a fairness opinion to the Special Committee and the Board of Directors of RF Capital. Stikeman Elliott LLP is acting as legal counsel Richardson Financial Group Limited.

National Bank Financial Inc. is acting as financial advisor and McCarthy Tétrault LLP is acting as legal counsel to iA.

Conference call details

iA Financial Group will host a conference call with investors and analysts on July 28, 2025 at 8:00 a.m. (ET). This call will take place ahead of iA’s second quarter earnings results call, which is scheduled for August 6, 2025.

• Live Webcast: Click here (https://www.gowebcasting.com/14132) or go to the iA Financial Group website, at ia.ca/about-us, in the Investor Relations section under the Events and Presentations tab.

• By phone: Click here (https://dpregister.com/sreg/10201793/ffa976adf2) register and receive a dial-in number to connect instantly to the conference call. You can also dial 1-833-752-4844 (toll-free in North America) or 1-647-849-3374 (International) fifteen minutes before the conference call is scheduled to take place and an operator will connect you.

• Listen to the replay: A replay of the conference call will be available starting at 2:30 p.m. on Monday, July 28, 2025, until 11:00 p.m. on Monday, September 8, 2025. To listen to the replay, call 1-855-669-9658 (toll-free in North America) or 1-412-317-0088 (International) and enter the access code 4833450.

About iA Financial Group

iA Financial Group is one of the largest insurance and wealth management groups in Canada, with operations in the United States. Founded in 1892, it is an important Canadian public company and is listed on the Toronto Stock Exchange under the ticker symbol IAG (common shares).

About RF Capital Group

RF Capital is a TSX-listed (TSX: RCG) wealth management-focused company. Operating under the Richardson Wealth brand, the Company is one of the largest independent wealth management firms in Canada with $40.3 billion in assets under administration (as of June 30, 2025) and 23 offices across the country. The firm’s Advisor teams are focused exclusively on providing strategic wealth advice and innovative investment solutions customized for high net worth or ultra-high net worth families and entrepreneurs. The Company is committed to maintaining exceptional fiduciary standards and has earned certification – determined annually – from the Centre for Fiduciary Excellence for its Separately Managed and Portfolio Management Account platforms. For the seventh year, Richardson Wealth has been certified as a “great place to work” by Great Place to Work®, a global authority on workplace culture.

Forward-looking Statements

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projects”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or, “will”, “occur” or “be achieved”, and similar words or the negative of these terms and similar terminology. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information.

Specifically, statements regarding the anticipated benefits of the Transaction for RF Capital and iA (including with respect to the impact of the Transaction on iA’s financial performance, including more specifically on iA’s AUA and AUM, core earnings, core earnings per share, core return on common shareholders’ equity and solvency ratio; the effect of the Transaction on iA’s strategy and operations, including accelerating growth across all business lines, expanded product and service offerings, revenue opportunities, benefits of scale, office network and the combined entity’s increased competitive strength within the wealth management space; the benefits of the Transaction for RF Capital’s common shareholders, preferred shareholders and other stakeholders; the plans, objectives, expectations and intentions of RF Capital or iA; the anticipated synergies to be realized in connection with the Transaction; statements regarding the timing and receipt of shareholder, court and regulatory approvals in respect of the Transaction; the anticipated timing of the Meeting and mailing of securityholder materials; the satisfaction of the conditions precedent to the Transaction; the proposed timing and completion of the Transaction; the closing of the Transaction; the delisting of the common shares and to the extent the Transaction is approved by the Series B preferred shareholders, the Series B Preferred Shares from the TSX and RF Capital ceasing to be a reporting issuer under Canadian securities laws; and other statements that are not statements of historical facts are all considered to be forward-looking information.

Statements containing forward-looking information are not historical facts but instead represent RF Capital and iA management’s expectations, estimates and projections regarding future events or circumstances. This forward-looking information is based on management’s opinions, estimates and assumptions that, while considered by RF Capital and iA to be appropriate and reasonable as of the date of this press release, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the risk that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated; that the Transaction may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder, court and regulatory approvals and other conditions to the closing of the Transaction or for other reasons; the risk that competing offers or acquisition proposals will be made; the negative impact that the failure to complete the Transaction, for any reason, could have on the price of the common shares of RF Capital, the Series B Preferred Shares, iA’s securities or on the business of RF Capital or iA; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; risks relating to RF Capital’s and iA’s abilities to retain and attract key personnel, employees and advisors in connection with the Transaction; the possibility of litigation relating to the Transaction; credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Transaction, including changes in economic conditions, interest rates or tax rates; management’s estimates and expectations in relation to future economic and business conditions and other factors in relation to the Transaction and resulting impact on growth and various financial metrics; iA’s ability to retain and attract new business, achieve synergies and maintain market position arising from successful integration plans relating to the Transaction; iA’s ability to otherwise complete the integration of RF Capital within anticipated time periods and at expected cost levels; the realization of the expected strategic, financial and other benefits of the Transaction in the timeframe anticipated; the accuracy and completeness of public and other disclosure (including financial disclosure) of RF Capital; the absence of significant undisclosed costs or liabilities associated with the Transaction; and those other risks discussed in greater detail under the “Risk Factors” section of RF Capital’s Annual Information Form and iA’s Annual Information Form which are available under their respective profiles on SEDAR+ at www.sedarplus.ca. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information.

Contacts

Information

RF Capital Investor Relations
Office phone: 416-943-6607

Email: [email protected]

iA Investor Relations
Caroline Drouin

Office phone: 418-684-5000, ext. 103281

Email: [email protected]

iA Public Affairs
Chantal Corbeil

Office phone: 514-247-0465

Email: [email protected]

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