Filed Pursuant to Rule 425 of the Securities Act of 1933
Filer: Royal Bank of Canada
Subject Company: Ferris, Baker Watts, Incorporated
Filers Exchange Act File Number: 001-13928
MEMORANDUM
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To:
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All FBW Employees |
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From:
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Roger Calvert |
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Date:
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February 29, 2008 |
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Re:
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TIMELINE FOR THE RBC TRANSACTION |
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Over the past week, many of you have asked why we are not in a position to provide definitive
information about how the price for FBW stock will be calculated in the proposed merger, when we
will deliver the proxy materials, when we will hold the shareholders meeting, and when we would
close the transaction. Unlike an acquisition where the consideration is paid in cash, under our
agreement, RBC will issue its common shares as consideration. This means that a number of
approvals by regulatory agencies are required. As a result, our proxy materials and the offering
materials of RBC relating to its common shares (which are combined in a single document we refer to
as the disclosure document) require approval of the U.S. Securities and Exchange Commission (the
SEC) before we are permitted to deliver the disclosure document to FBW shareholders
(including those who hold shares through the ESOP). Under the rules of the SEC applicable to
transactions like this, we can prudently disseminate only a limited amount of information to you in
advance of final SEC approval of those materials. Also, because we are a private company, the
price computation is different and more complex than it would be in the context of a public company
acquisition. Many of the elements that will determine the final price are based on FBWs net
equity and other financial data at closing, and therefore cannot be precisely determined until
closing. The mechanism is sufficiently complex that the only way to ensure that everyone receives
the correct information, at the same time, is through the disclosure document. It will explain,
clearly and in detail, the mechanism as to how the price will be calculated.
We cannot promise to file, get approval of and deliver the disclosure document by any specific
date because the disclosure document is complex, it takes time to prepare, and approval by the
regulatory agencies is not within our control.
We are hopeful that the parties will be in a position to file the materials with the SEC
during March. We intend to deliver the disclosure document to shareholders shortly after we
receive SEC approval, the timing of which is not within our control. We anticipate that the
shareholders meeting will take place approximately one month after we receive SEC approval.
Closing of the transaction will also depend on FBW shareholder approval, as well as approval by
several other regulatory agencies, including FINRA and the Canadian bank regulatory agency, OSFI.
We plan to close the transaction as soon as possible after we obtain all of the necessary
approvals. We very much appreciate your continued patience as we work through this process.
Additional Information
RBC intends to file a registration statement on Form F-4 in connection with the transaction, and
FBW intends to mail a proxy statement/prospectus to FBWs shareholders in connection with the
transaction. FBW securityholders are urged to read the proxy statement/prospectus when it becomes
available because it will contain important information about the companies, the transaction, the
persons soliciting proxies relating to the transaction and related matters. When available,
securityholders may obtain a free copy of the Form F-4 and the proxy statement/prospectus at the
SECs website at www.sec.gov or from RBC or FBW.
Safe Harbor Regarding Forward-Looking Statements
Certain statements contained in this information summary may be deemed to be forward-looking
statements under certain securities laws, including the safe harbor provisions of the United
States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities
legislation, and Royal Bank of Canada and Ferris, Baker Watts, Incorporated intend that such
forward-looking statements be subject to the safe-harbor created thereby. These forward-looking
statements include but are not limited to statements with respect to the acquisition of FBW by RBC.
Forward-looking statements are typically identified by words such as believe, expect,
forecast, anticipate, intend, estimate, plan and project and similar expressions of
future or conditional verbs such as will, may, should, could or would.
By their very nature, forward-looking statements require RBC and FBW to make assumptions and are
subject to inherent risks and uncertainties, which give rise to the possibility that our
predictions, forecasts, projections, expectations and other forward-looking information, including
statements about the acquisition of FBW by RBC, will not be achieved. RBC and FBW caution readers
not to place undue reliance on these statements as a number of important factors could cause our
actual results to differ materially from the beliefs, plans, objectives, expectations,
anticipations, estimates and intentions expressed in such forward-looking statements. These
factors include but are not limited to the difficulties encountered in preparing, filing and
amending as needed the applicable registration statement to be filed with and processed by the SEC
and in disseminating to shareholders the related proxy statement/prospectus; the possibility that
the proposed transaction does not close when expected or at all because required regulatory,
shareholder or other approvals are not received or other conditions to the closing are not
satisfied on a timely basis or at all; that RBC and FBW may be required to modify the terms and
conditions of the proposed transaction to achieve regulatory approval; or that the anticipated
benefits of the transaction are not realized. We caution that the foregoing list of important
factors is not exhaustive. Additional information about these and other factors can be found in the
Form F-4 relating to the transaction when filed.
Except as required by law, RBC, its subsidiaries and FBW assume no obligation to update the
forward-looking statements contained in this information summary.
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