QUEBEC CITY & TORONTO--(BUSINESS WIRE)--iA Financial Corporation Inc. ("iA") (TSX: IAG) and RF Capital Group Inc. ("RF Capital") (TSX: RCG) announced today the successful completion of the previously announced acquisition of RF Capital.
RF Capital is a leading independent wealth management company based in Canada, operating under the Richardson Wealth1 brand. It is renowned for providing comprehensive, client-focused financial advisory services tailored to the high-net worth market, with more than $43.6 billion in assets under administration (as of September 30, 2025).
"We are proud to mark the closing of this strategic acquisition, which not only creates compelling opportunities for accelerated growth, but also underscores our commitment to the value of advice," said Denis Ricard, President and CEO of iA. "This transaction further reinforces iA Wealth's position as a leading non-bank wealth platform in Canada and will generate meaningful synergies, expanded capabilities and long-term shareholder value."
iA Financial Group's total assets under management2 and total assets under administration2, combined with RF Capital's total assets under administration2, surpassed $330 billion as of September 30, 2025. Following this transaction, iA Wealth now serves more than 500,000 clients through over 1,450 advisor teams.
"With the combination of iA and RF Capital strengths, we elevate our value proposition and personalized financial solutions for advisors and clients through best-in-class technology and product offering," said Stephan Bourbonnais, Executive Vice-President Wealth Management. "Since the announcement, advisor engagement has been remarkably strong. This positive response reflects advisors' confidence in our long-term vision, the benefits of scale and the significant growth opportunities."
"This marks an exciting new chapter for RF Capital, unlocking powerful opportunities for our advisors and clients," said Dave Kelly, President and CEO of RF Capital. "RF Capital and its advisors maintain their operational independence and valued culture, and we are thrilled to join iA and collaborate to bring the best of both organizations to power the ongoing success of our advisors and financial security for our clients."
Dave Kelly remains committed to executing RF Capital's strategic plan and ensuring a smooth transition of the business following the completion of the Arrangement.
Transaction Details
The acquisition of RF Capital was completed by a wholly-owned subsidiary of iA (the "Purchaser") pursuant to a court-approved plan of arrangement under the provisions of the Business Corporation Act (Ontario) (the "Arrangement").
Pursuant to the Arrangement, the Purchaser acquired (i) all of the issued and outstanding common shares of RF Capital ("Common Shares") for cash consideration of C$20.00 per Common Share, and (ii) all of the issued and outstanding Cumulative 5-Year Rate Reset Preferred Shares, Series B of RF Capital ("Series B Preferred Shares") for cash consideration of C$25.00 per Series B Preferred Share (plus all accrued and unpaid dividends and an amount in cash per Series B Preferred Share equal to the dividends that would have been payable in respect of such share until March 31, 2026, which is the next available redemption date).
Consideration for the purchased shares has been remitted to TSX Trust Company, as depositary under the Arrangement, and will be paid to shareholders of RF Capital as soon as reasonably practicable after the date hereof.
Letters of transmittal have been mailed to registered shareholders and are also available under RF Capital's profile on SEDAR+ at www.sedarplus.ca. The letters of transmittal explain how registered shareholders can deposit and obtain payment for their shares. Registered shareholders must return their duly completed letters of transmittal to TSX Trust Company in order to receive the consideration to which they are entitled for their shares.
As a result of the completion of the Arrangement, it is expected that the Common Shares and the Series B Preferred Shares will be delisted from the Toronto Stock Exchange on or about November 4, 2025. RF Capital has applied to cease to be a reporting issuer under the securities legislation of each province of Canada where RF Capital is currently a reporting issuer.
More information regarding the Arrangement is provided in the RF Capital management proxy circular dated August 21, 2025, available under RF Capital's profile on SEDAR+ at www.sedarplus.ca.
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, RF Capital is one of the largest independent wealth management firms in Canada with $43.6 billion in assets under administration (as of September 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.
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", "scheduled", "estimates", "projects", "prospects", "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 Arrangement for RF Capital and iA (including with respect to the impact of the Arrangement on iA's financial performance); the effect of the Arrangement 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 Arrangement for iA's shareholders and other stakeholders; the plans, objectives, expectations and intentions of iA; the anticipated synergies to be realized in connection with the Arrangement; the delisting of the Common Shares and of the Series B Preferred Shares from the TSX; 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 possibility of adverse reactions or changes in business relationships resulting from the completion of the Arrangement, risks relating to RF Capital's and iA's abilities to retain and attract key personnel, employees and advisors in connection with the Arrangement, management's estimates and expectations in relation to future economic and business conditions and other factors in relation to the Arrangement 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 Arrangement, the realization of the expected strategic, financial and other benefits of the Arrangement, that the Common Shares and the Series B Preferred Shares be delisted from the TSX, that RF Capital will cease to be a reporting issuer in accordance with the timing currently expected and those other risks discussed in greater detail under the "Risk Management" section of RF Capital's 2024 Annual Management's Discussion and Analysis dated February 27, 2025 and elsewhere in the other filings of RF Capital and iA's Annual Information Form dated March 28, 2025 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. Although management of RF Capital and iA have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to them or that they presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information.
There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in forward-looking statements included herein. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, any forward-looking statements included herein are made as of the date of this news release and, except as expressly required by applicable law, neither RF Capital nor iA assume any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.
To receive iA Financial Group news releases by email, you can sign up for our newsletter on our website at ia.ca.
iA Financial Group is a business name and trademark of iA Financial Corporation Inc.
___________________________
1 Richardson Wealth Limited is a subsidiary of iA and is not affiliated with James Richardson & Sons, Limited. "Richardson Wealth" is a trade-mark of James Richardson & Sons, Limited and Richardson Wealth Limited is a licensed user of the mark.
2 Assets under management and Assets under administration (AUA) represent supplementary financial measures. Refer to the "Non-IFRS and Additional Financial Measures" section of iA's Q2/2025 Management's Discussion and Analysis and the "Non-GAAP and Supplementary Financial Measures" section of RF Capital's Q2/2025 Management's Discussion and Analysis for more information.
Contacts
iA Investor Relations
Caroline Drouin
Office phone: 418-684-5000, ext. 103281
Email: caroline.drouin@ia.ca
iA Public Affairs
Chantal Corbeil
Office phone: 514-247-0465
Email: chantal.corbeil@ia.ca
RF Capital Investor Relations
Office phone: 416-943-6607
Email: investorrelations@rfcapgroup.com
RF Capital is a leading independent wealth management company based in Canada, operating under the Richardson Wealth1 brand. It is renowned for providing comprehensive, client-focused financial advisory services tailored to the high-net worth market, with more than $43.6 billion in assets under administration (as of September 30, 2025).
"We are proud to mark the closing of this strategic acquisition, which not only creates compelling opportunities for accelerated growth, but also underscores our commitment to the value of advice," said Denis Ricard, President and CEO of iA. "This transaction further reinforces iA Wealth's position as a leading non-bank wealth platform in Canada and will generate meaningful synergies, expanded capabilities and long-term shareholder value."
iA Financial Group's total assets under management2 and total assets under administration2, combined with RF Capital's total assets under administration2, surpassed $330 billion as of September 30, 2025. Following this transaction, iA Wealth now serves more than 500,000 clients through over 1,450 advisor teams.
"With the combination of iA and RF Capital strengths, we elevate our value proposition and personalized financial solutions for advisors and clients through best-in-class technology and product offering," said Stephan Bourbonnais, Executive Vice-President Wealth Management. "Since the announcement, advisor engagement has been remarkably strong. This positive response reflects advisors' confidence in our long-term vision, the benefits of scale and the significant growth opportunities."
"This marks an exciting new chapter for RF Capital, unlocking powerful opportunities for our advisors and clients," said Dave Kelly, President and CEO of RF Capital. "RF Capital and its advisors maintain their operational independence and valued culture, and we are thrilled to join iA and collaborate to bring the best of both organizations to power the ongoing success of our advisors and financial security for our clients."
Dave Kelly remains committed to executing RF Capital's strategic plan and ensuring a smooth transition of the business following the completion of the Arrangement.
Transaction Details
The acquisition of RF Capital was completed by a wholly-owned subsidiary of iA (the "Purchaser") pursuant to a court-approved plan of arrangement under the provisions of the Business Corporation Act (Ontario) (the "Arrangement").
Pursuant to the Arrangement, the Purchaser acquired (i) all of the issued and outstanding common shares of RF Capital ("Common Shares") for cash consideration of C$20.00 per Common Share, and (ii) all of the issued and outstanding Cumulative 5-Year Rate Reset Preferred Shares, Series B of RF Capital ("Series B Preferred Shares") for cash consideration of C$25.00 per Series B Preferred Share (plus all accrued and unpaid dividends and an amount in cash per Series B Preferred Share equal to the dividends that would have been payable in respect of such share until March 31, 2026, which is the next available redemption date).
Consideration for the purchased shares has been remitted to TSX Trust Company, as depositary under the Arrangement, and will be paid to shareholders of RF Capital as soon as reasonably practicable after the date hereof.
Letters of transmittal have been mailed to registered shareholders and are also available under RF Capital's profile on SEDAR+ at www.sedarplus.ca. The letters of transmittal explain how registered shareholders can deposit and obtain payment for their shares. Registered shareholders must return their duly completed letters of transmittal to TSX Trust Company in order to receive the consideration to which they are entitled for their shares.
As a result of the completion of the Arrangement, it is expected that the Common Shares and the Series B Preferred Shares will be delisted from the Toronto Stock Exchange on or about November 4, 2025. RF Capital has applied to cease to be a reporting issuer under the securities legislation of each province of Canada where RF Capital is currently a reporting issuer.
More information regarding the Arrangement is provided in the RF Capital management proxy circular dated August 21, 2025, available under RF Capital's profile on SEDAR+ at www.sedarplus.ca.
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, RF Capital is one of the largest independent wealth management firms in Canada with $43.6 billion in assets under administration (as of September 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.
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", "scheduled", "estimates", "projects", "prospects", "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 Arrangement for RF Capital and iA (including with respect to the impact of the Arrangement on iA's financial performance); the effect of the Arrangement 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 Arrangement for iA's shareholders and other stakeholders; the plans, objectives, expectations and intentions of iA; the anticipated synergies to be realized in connection with the Arrangement; the delisting of the Common Shares and of the Series B Preferred Shares from the TSX; 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 possibility of adverse reactions or changes in business relationships resulting from the completion of the Arrangement, risks relating to RF Capital's and iA's abilities to retain and attract key personnel, employees and advisors in connection with the Arrangement, management's estimates and expectations in relation to future economic and business conditions and other factors in relation to the Arrangement 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 Arrangement, the realization of the expected strategic, financial and other benefits of the Arrangement, that the Common Shares and the Series B Preferred Shares be delisted from the TSX, that RF Capital will cease to be a reporting issuer in accordance with the timing currently expected and those other risks discussed in greater detail under the "Risk Management" section of RF Capital's 2024 Annual Management's Discussion and Analysis dated February 27, 2025 and elsewhere in the other filings of RF Capital and iA's Annual Information Form dated March 28, 2025 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. Although management of RF Capital and iA have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to them or that they presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information.
There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in forward-looking statements included herein. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, any forward-looking statements included herein are made as of the date of this news release and, except as expressly required by applicable law, neither RF Capital nor iA assume any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.
To receive iA Financial Group news releases by email, you can sign up for our newsletter on our website at ia.ca.
iA Financial Group is a business name and trademark of iA Financial Corporation Inc.
___________________________
1 Richardson Wealth Limited is a subsidiary of iA and is not affiliated with James Richardson & Sons, Limited. "Richardson Wealth" is a trade-mark of James Richardson & Sons, Limited and Richardson Wealth Limited is a licensed user of the mark.
2 Assets under management and Assets under administration (AUA) represent supplementary financial measures. Refer to the "Non-IFRS and Additional Financial Measures" section of iA's Q2/2025 Management's Discussion and Analysis and the "Non-GAAP and Supplementary Financial Measures" section of RF Capital's Q2/2025 Management's Discussion and Analysis for more information.
Contacts
iA Investor Relations
Caroline Drouin
Office phone: 418-684-5000, ext. 103281
Email: caroline.drouin@ia.ca
iA Public Affairs
Chantal Corbeil
Office phone: 514-247-0465
Email: chantal.corbeil@ia.ca
RF Capital Investor Relations
Office phone: 416-943-6607
Email: investorrelations@rfcapgroup.com
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