Royal Bank of Canada announces final results of elections by City National Corporation stockholders regarding merger consideration

TORONTO, Nov. 5, 2015 /PRNewswire/ - Royal Bank of Canada (TSX andNYSE: RY) today announced the final results of elections made by common stockholders of City National Corporation as to the form of consideration they wish to receive in connection with the merger of City National with and into RBC USA Holdco Corporation, a wholly owned subsidiary of Royal Bank of Canada ("RBC"). The merger closed on November 2, 2015. The election period for City National stockholders to choose the form of merger consideration expired at 3:00 p.m., New York City time, on October 29, 2015.

Of the 55,574,349 shares of City National common stock outstanding as of the close of trading on October 30, 2015:

• Holders of approximately 24,188,547 shares of City National common stock, or approximately 43.5% of the outstanding shares of City National common stock, elected to receive RBC common shares; and
  
  
• Holders of approximately 16,002,675 shares of City National common stock, or approximately 28.8% of the outstanding shares of City National common stock, elected to receive cash; and
  
  
• Holders of approximately 15,383,127 shares of City National common stock, or approximately 27.7% of the outstanding shares of City National common stock, chose no election or did not make a valid election prior to the election deadline.

Based on the foregoing election results, the application of the proration procedures in the merger agreement and the volume-weighted average market price of RBC common shares over the ten-trading-day period ending on the last full trading day immediately before the closing date of November 2, 2015 (October 30, 2015), as calculated in accordance with the merger agreement (the VWAP), which was US$57.16, a share of City National common stock converted into cash consideration will be entitled to receive US$90.057 in cash and a share of City National common stock converted into share consideration will be entitled to receive 1.5755 RBC common shares.

For illustrative purposes only, a stockholder owning 100 shares of City National common stock would be entitled to receive the following, depending on such stockholder's election:

• a stockholder owning 100 shares of City National common stock who made a valid election to receive RBC common shares would be entitled to receive approximately 157 RBC common shares (with cash to be paid in lieu of fractional shares);
  
  
• a stockholder owning 100 shares of City National common stock who made a valid election to receive cash would be entitled to receive cash in the amount of US$9,005.70; and
  
  
• a stockholder owning 100 shares of City National common stock who did not make a valid election would be entitled to receive approximately cash in the amount of US$7,701.23 and 22 RBC common shares (with additional cash to be paid in lieu of fractional shares).

Pursuant to the merger agreement, fractional RBC common shares will not be issued. Instead, City National common stockholders will receive cash for any fractional shares based on an RBC per share value of US$57.16 (i.e., the VWAP).

The value of RBC common shares issued in the merger will, of course, vary over time.

ABOUT RBC
Royal Bank of Canada is Canada's largest bank, and one of the largest banks in the world, based on market capitalization. We are one of North America's leading diversified financial services companies, and provide personal and commercial banking, wealth management, insurance, investor services and capital markets products and services on a global basis. We employ approximately 79,000 full- and part-time employees who serve more than 16 million personal, business, public sector and institutional clients through offices in Canada, the U.S. and 38 other countries. For more information, please visit rbc.com.

SOURCE RBC