NASSAU, BAHAMAS– The Bank of N.T. Butterfield & Son Limited has entered into a definitive agreement to acquire CIBC’s 91.7 percent interest in CIBC Caribbean Bank Limited.
The transaction will create a banking and wealth management platform across international financial centres and key Caribbean markets, with approximately $29 billion in assets.
The deal brings together two complementary banks with deep roots and established relationships across their combined footprint, offering enhanced capacity, greater diversification and scalable growth to drive long-term value for stakeholders.
Butterfield and CIBC Caribbean’s expanded capabilities and scale are expected to provide enhanced corporate, personal and wealth management services across their combined client bases. Clients can expect improved cross-border payment processing, increased consumer and merchant banking capabilities and continued investments in technology and digital banking infrastructure.
Butterfield said it will maintain both organizations’ operational footprints, including CIBC Caribbean’s regional headquarters in Barbados, ensuring continuity for customers and employees. The bank also committed to continuing philanthropic, financial education and sustainability initiatives across all jurisdictions.
Michael Collins, Butterfield’s Chairman and Chief Executive Officer, said: “Since Butterfield’s 2016 listing on the NYSE, we have successfully grown and enhanced profitability through bank and trust acquisitions. This deal combines two storied and complementary banks, with significant local scale advantages and time-honored customer relationships in their respective core jurisdictions.
“The transaction will offer both scale and diversification to the benefit of all stakeholders, positioning Butterfield as a leading independent bank and wealth manager operating across international financial centres and attractive Caribbean markets. I look forward to welcoming our talented new colleagues and valued clients.”
Mark St. Hill, Chief Executive Officer of CIBC Caribbean, added: “For our clients, employees and communities, this combination brings together two organizations with shared values and a common focus on relationship banking, innovation and community impact. We look forward to building on our legacy as the region’s champion in financial services.”
Harry Culham, President and CEO of CIBC, said: “The entire CIBC Caribbean team led by Mark St. Hill has built a strong, client-focused bank across the region, and we look forward to realizing the strategic benefits of this transaction to deliver more for all stakeholders.”
The total consideration to be paid for CIBC Caribbean will comprise $1.091 billion in cash and $703 million in Butterfield shares, valued by reference to Butterfield’s 10-day NYSE VWAP of $55.66 as of May 27, 2026, for an aggregate purchase price of $1.794 billion, or $1.14 per CIBC Caribbean share.
Under the agreement, unanimously approved by Butterfield’s Board of Directors, Butterfield will acquire CIBC Investments (Cayman) Limited, the holding company for CIBC’s 91.7 percent interest in CIBC Caribbean.
Butterfield will subsequently commence a mandatory take-over bid for the remaining 8.3 percent of outstanding CIBC Caribbean shares held by minority shareholders, with the objective of acquiring full ownership of the bank, subject to applicable law and regulatory approvals.
Minority shareholders will be offered equivalent economic terms as CIBC and will also have the option to receive up to 100 percent of their consideration in Butterfield shares, allowing them to retain their investment in the combined organization if they choose.
Houlihan Lokey, acting as financial advisor to the Special Committee of CIBC Caribbean’s Board of Directors, provided an opinion regarding the fairness of the consideration being offered to minority shareholders.
Assuming minority shareholders elect the same mix of cash and shares as CIBC, they would collectively own approximately 2 percent of Butterfield following completion of the take-over bid.
In connection with the transaction, Butterfield has obtained commitments for $700 million in Tier 2 capital-qualifying subordinated debt financing expected to be raised before closing.
Following completion of the transaction, the combined company is expected to maintain capital levels significantly above applicable regulatory thresholds, with a pro forma Common Equity Tier 1 (CET1) ratio above 12% and total capital above 19 percent at closing.
The transaction is expected to close in the first half of 2027, subject to shareholder and regulatory approvals and customary closing conditions.
Following the transaction, Butterfield’s ordinary shares will continue to trade on the New York Stock Exchange and Bermuda Stock Exchange. The bank also intends to pursue secondary listings on the Barbados Stock Exchange, the Bahamas International Securities Exchange and the Trinidad & Tobago Stock Exchange, subject to local requirements.
Following completion of the transaction, CIBC is expected to own approximately 22 percent of the combined entity. Under the shareholder agreement, CIBC will initially have the right to appoint two directors to Butterfield’s Board.
The Bermuda Monetary Authority will continue to serve as the consolidated regulatory supervisor of Butterfield across all jurisdictions.
The transaction values CIBC Caribbean at $1.794 billion, or $1.14 per share, representing 106 percent of tangible book value as of January 31, 2026. The consideration is comprised of 61 percent cash and 39 percent Butterfield shares. Butterfield said the transaction is expected to deliver a 12 percent accretion to GAAP EPS in year one, excluding integration costs, and a 15 percent accretion to cash EPS in year one, excluding integration costs, rate marks and transaction-related amortization. The bank also expects a 10 percent accretion to tangible book value per share and projected annual pre-tax cost savings of approximately $49 million by 2030.
Barclays is serving as lead financial advisor to Butterfield, while Sullivan & Cromwell, Carey Olsen and Lex Caribbean are serving as legal advisors. BofA Securities is serving as financial advisor to Butterfield’s Board of Directors.
H/Advisors is serving as communications advisor to Butterfield.
Wachtell, Lipton, Rosen & Katz, Torys LLP and Chancery Chambers are serving as legal advisors to CIBC.
CIBC Capital Markets is serving as financial advisor to CIBC Caribbean, while Mayer Brown LLP is serving as legal advisor. Houlihan Lokey is serving as financial advisor to the Special Committee of CIBC Caribbean’s Board of Directors.
Finer Points Consultants is serving as communications advisor to CIBC Caribbean.
Butterfield will host a conference call for investors and analysts on Thursday, May 28, 2026, at 8:15 a.m. Eastern Time to discuss the transaction.
