NOTE 8: SIGNIFICANT TRANSACTION
Acquisition of Cowen Inc.
On March 1, 2023, the Bank completed
the acquisition of Cowen Inc. (“Cowen”). The acquisition
advances the Wholesale Banking segment’s long-term
growth
strategy in the U.S. and adds complementary
products and services to the Bank’s existing
businesses. The results of the acquired
business have been
consolidated by the Bank from the closing date
and primarily reported in the Wholesale
Banking segment. Consideration included
$
1,500
(US$
1,100
100
% of Cowen’s common shares outstanding, $
253
186
million) for the settlement of Cowen’s Series A Preferred
Stock, and $
205
151
million) related to the replacement of
share-based payment awards.
The acquisition was accounted for as a business
combination under the purchase method.
The acquisition contributed $
10,793
7,928
assets and $
10,005
7,351
million) of liabilities. The excess of accounting
consideration over the fair value of the
tangible net assets acquired was
allocated to intangible assets of $
298
219
million) net of taxes, and goodwill of $
872
641
million). Goodwill is not deductible
for tax
purposes.
The Bank plans to dispose of certain non-core
businesses that were acquired in connection
with the Cowen acquisition. These non-core businesses
are
disposal groups which meet the criteria
to be classified as held for sale and are measured
at the lower of their carrying amount and
fair value less costs to sell. The
assets and liabilities of these disposal groups
are recorded in Other assets and Other
liabilities, respectively, on the Interim Consolidated Balance Sheet.
During
the three months ended January 31, 2024,
the Bank disposed of Cowen’s legacy prime brokerage
and outsourced trading business that
was classified as held for
sale. As at April 30, 2024, assets of $
736
million (October 31, 2023 – $
1,958
million) and liabilities of $
320
million (October 31, 2023 – $
1,291
classified as held for sale.