KPMG's Financial Services M&A Digest

A year in review and our predictions for 2016

Over the last three years, KPMG International’s insurance- focused Deal Advisory team has published its predictions on the state of play for M&A in the insurance sector worldwide. At the end of each year we review the predictions and how they Georges Pigeon evolved. I am pleased to share with you this year's report, Partner, Advisory Insurance M&A Trends: A year in review and predictions for Services, Deal 2016, which looks back at the events of 2015, and provides Advisory insight into the unfolding year ahead. SKIP TO: Cross-border M&A and transactions driven by regulatory change Recent Deal and insurers’ focus on efficiency and service capabilities Announcements dominated 2015. The year was also marked by an impressive volume of reverse deal flow, as acquirers from Asia, particularly Banking & Finance China and Japan, invested in mature markets across Europe and the US. Positive regulatory developments, such as Obamacare in Insurance the US and the increase in Foreign Direct Investments limits in India, acted as catalysts for activity. Additionally, we saw large Asset Management P&C deals driven by continuing margin pressure, creating the need for scale and complementary underwriting capability. LINKS TO KPMG'S PUBLICATIONS In 2016 we forecast that M&A will continue to play an increasingly important role for the sector. The underlying market The Evolving conditions will drive further consolidation and exits, and when Regulation Series combined with a diverse group of potential buyers, create an ideal deal environment. Our overarching view is based around Financial Services the trend of ‘Grow’ or ‘Go’, which will lead to targeted M&A to Homepage support growth and exit of non-core businesses. Supporting that strategy are four key themes that we explore within this report, Deal Advisory being (i) portfolio rationalization, (ii) targeted growth, (iii) power of Homepage alliances, and (iv) investment corridors and consolidation. RECENT THOUGHT We don’t expect the underlying market fundamentals to change LEADERSHIP in the short term and accordingly we expect the key trends that started to emerge over the last 12 months to continue or accelerate throughout 2016.

Recent Transaction Announcements

Banking & Finance

December 9, 2015 - The Canada Pension Plan Investment M&A Insurance: A year Board is investing about $678 million in the common equity of in review and trends for Postal Savings Bank of China. 2016

December 21, 2015 - CWB Canadian Western Bank has signed a definitive agreement to acquire the business of Maxium Financial Services Inc. and Desante Financial Services Inc. together known as the Maxium Group, for up to $120 million. Maxium Group is a privately held financing company that provides loans, equipment leases and structured financing solutions and boasts more than 35,000 clients.

December 22, 2015 - Fairfax Financial Holdings to acquire 80 percent interest in Eurolife for a purchase price of EUR316 million.

December 15, 2015 - Montreal-based National Bank of Canada announced it has paid USD15 million for a 10.5% stake in the holding company that controls XacBank LLC, one of Mongolia's top four banks. Founded in 2001, XacBank has 96 branches and more than 700,000 customers. The share sale is one of the first investments by a foreign commercial bank in the Mongolian banking system.

December 24, 2015 - Mobi724 Global Solutions Inc. announces that it has successfully completed the acquisition of 100 percent of the issued and outstanding shares of IQ 7/24 Inc., a Canadian provider of loyalty and customer-engagement solutions.

Insurance

November 5, 2015 - The Co-operators General Insurance Company announced that its wholly owned subsidiary has purchased Bando and Brown General Insurance.

November 10, 2015 - Rogers Insurance Ltd. announce the acquisition of a controlling interest of CCV Insurance and Financial Services Inc.

November 13, 2015 - iA Financial Group announce the signing of an agreement to acquire the operations of BBA Financial Group, a Quebec based brokerage firm with approximately 200 representatives which specializes in the distribution of life and health insurance products.

November 23, 2015 - Investia Financial Services signed an agreement to acquire Les Services Financiers Planifax Inc., a brokerage firm specializing in mutual investment funds.

December 4, 2015 - BrokerLink has acquired three full-service insurance brokerages operating in Ontario – Northwest Insurance Group Inc., McGregor-Miller Insurance Brokers Ltd. and Gray Insurance Brokers Inc. The three brokerages, which have a total of nine offices, will be integrated into BrokerLink. Asset Management

November 3, 2015 - Arthur J. Gallagher – the international broking division of Arthur J. Gallagher & Co. outside of the United States —has acquired British Columbia retail insurance broker Christie-Phoenix (Victoria) Ltd. and its affiliate Discovery Insurance Services Ltd.

November 3, 2015 - MFC Manulife's John Hancock Financial Network Inc. has agreed to acquire certain assets of Transamerica Financial Advisors Inc.

November 17, 2015 - Industrial Alliance Securities Inc. announced the signing of an agreement to acquire Burgeonvest Bick Corporation, the sole shareholder of Burgeonvest Bick Securities Limited (BBSL), a securities brokerage firm and IIROC dealer member. Located in Hamilton, Ontario, BBSL has assets under administration of about $840 million.

November 17, 2015 - AGF announced that it acquired the majority of the equity of FFCM LLC, a Boston-based ETF advisor and asset management firm whose expertise is delivered through a family of alternative and smart-beta ETFs and a number of ETF managed solutions

December 21, 2015 - Canadian Imperial Bank of Commerce has decided to sell its 41% stake in American Century Investment Services Inc., a Kansas City, MO.-based investment management firm. The purchaser is Tokyo-based Nomura Holdings Inc., a financial services group.

December 2, 2015 - Wealthsimple Financial Inc., a Toronto- based robo-advisor, has acquired Canadian ShareOwner Investments Inc., a discount brokerage firm that is also in Toronto.

December 8, 2015 - NASDAQ announced that it will acquire Chi-X Canada, an Alternative Trading System for Toronto Stock Exchange and TSX Venture Securities, from Chi-X Global.

KPMG's Deal Advisory Practice

KPMG's Deal Advisory Services and M&A Tax practices comprise over 350 partners and professionals in Canada, solely devoted to providing acquisition and divestiture support and advisory services to strategic and financial investors.

For more information about KPMG's Deal Advisory capabilities in the financial services industry, please contact: Georges Pigeon, Partner, at (514) 840-2178 ([email protected]) and Timothy Prince, Head of Integration & Separation Services, at (416) 777-8883 ([email protected]).

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