Royal Bank of Canada (TSX:RY) entered into an agreement to acquire HSBC Bank Canada from HSBC Overseas Holdings (UK) Limited for CAD 15.6 billion on November 29, 2022. Under the terms of the share purchase agreement RBC will acquire 100% of the issued common equity in HSBC Canada for a base cash consideration of CAD 13.5 billion. In addition, RBC will acquire all the preferred shares and the outstanding subordinated debt issued by HSBC Canada and held by the HSBC Group at their closing par value were approximately CAD 1.1 billion and CAD 1 billion respectively. subject to regulatory and governmental approvals and following completion of migration steps. The Board of Directors of HSBC Holdings plc, the parent of HSBC Overseas Holdings, believes the terms of the transaction are fair and reasonable and in the interests of shareholders as a whole. The transaction has been apprvoed by Board of RBC and HSBC.

As of May 1, 2023, Canada's competition authority is probing the transaction from lessening of competition perspective. The transaction is expected to complete in late 2023. As of May 25, 2023, the transaction is expected to close in the first calendar quarter of 2024. As of July 10, 2023, Canada's finance ministry has extended the consultation period for Royal Bank of Canada's CAD13.5 billion proposed acquisition of HSBC's Canadian unit. As of September 1, 2023, Competition Bureau determined that the proposed merger is not likely to result in a substantial lessening or prevention of competition under the Competition Act. The proposed transaction is also subject to an application process administered by the Office of the Superintendent of Financial Institutions (OSFI). On November 2, 2023, Canada's House of Commons lower chamber has asked Ottawa to reject Royal Bank of Canada acquisition of HSBC. Canada's Conservative party leader, has also called for the federal government to reject the deal. As of December 21, 2023, the transaction has been approved by the federal Minister of Finance. As of January 15, 2024, the transaction is expected to close on March 28, 2024, subject to the satisfaction of customary closing conditions. Conversion activities will begin once the transaction closes and will continue until April 1, 2024. HSBC Bank Canada?s branches and offices will open for business on Monday, April 1, 2024 as RBC locations.

J.P. Morgan Securities plc and HSBC Bank plc acted as financial advisers to HSBC Overseas Holdings (UK) Limited in connection with the transaction. Duncan Bellamy and Will Johnson of Allen & Overy acted as legal advisors to Royal Bank of Canada. Mitchell S. Eitel and Stephen M. Salley of Sullivan & Cromwell LLP acted as legal advisor to HSBC Overseas Holdings (UK) Limited. Ian Karet, Julian Cunningham-Day, Derek Tong, Cara Hegarty, Christopher Yip, George Yiend and Lynne Walkington of Linklaters LLP acted as legal advisor to HSBC Overseas Holdings (UK) Limited. Wachtell, Lipton, Rosen & Katz LLP and Blake, Cassels & Graydon LLP acted as legal advisors and RBC Capital Markets, LLC and Goldman Sachs & Co. LLC acted as financial advisors for Royal Bank of Canada.

Royal Bank of Canada (TSX:RY) completed the acquisition of HSBC Bank Canada from HSBC Overseas Holdings (UK) Limited on March 28, 2024.