Date Closed

December 16, 2022

Lead Office

Toronto

Value

3.35 Billion CAD

On December 16, 2022, Bank of Montreal (“BMO”) completed its cross-border public offering and concurrent domestic private placement of common shares for gross proceeds totalling approximately C$3.35 billion.

BMO Nesbitt Burns Inc. (“BMO Capital Markets”) led a syndicate of underwriters in the public offering which included CIBC World Markets Inc., RBC Dominion Securities Inc., Scotia Capital Inc., TD Securities Inc., National Bank Financial Inc., Morgan Stanley Canada Limited, Canaccord Genuity Corp., Cormark Securities Inc., Credit Suisse Securities (Canada), Inc., Desjardins Securities Inc., Merrill Lynch Canada Inc., Stifel Nicolaus Canada Inc., Sera Global Securities Canada LP, iA Private Wealth Inc., J.P. Morgan Securities Canada Inc., Laurentian Bank Securities Inc., Manulife Securities Incorporated and Raymond James Ltd. (together with BMO Capital Markets, the “Underwriters”). The Underwriters elected to exercise their over-allotment option in full, resulting in a total of 13,575,750 common shares being issued at a price of C$118.60 per common share (the “Offering Price”) for aggregate gross proceeds of approximately C$1.6 billion.

BMO Capital Markets acted as agent in the concurrent private placement of 8,431,700 common shares at the Offering Price to qualified investors for gross proceeds of approximately C$1.0 billion. BMO further agreed to issue and sell 6,323,777 common shares at the Offering Price pursuant to the concurrent private placement and conditional upon the closing of BMO’s previously-announced acquisition of Bank of the West, for additional gross proceeds of approximately C$750 million.

The common shares were offered for sale in the public offering in Canada by way of a Canadian prospectus supplement to BMO’s Canadian short form base shelf prospectus, and in the United States pursuant to BMO’s registration statement filed with the U.S. Securities and Exchange Commission and a prospectus supplement to such registration statement.

McCarthy Tétrault advised the Underwriters in the Canadian public offering and BMO Capital Markets as agent in the concurrent private placement with a team led by Andrew Parker that included Jo-Anna Brimmer, Suzie Cusson, Lama Kahiel (Business) and Kabir Jamal (Tax).