Exclusive-Canada regulator steps up antitrust review of Smith Financial bid for Home Capital By Reuters

By Divya Rajagopal and Maiya Keidan

TORONTO (Reuters) -Canada’s antitrust regulator said on Tuesday it has sought additional information in its review of Smith Financial Corp’s planned C$1.7 billion ($1.3 billion) bid for lender Home Capital Group Inc (HCG).

The Competition Bureau Canada was responding to a Reuters query on whether it had issued the companies any supplementary information request (SIR).

“I can confirm that the Competition Bureau is reviewing the potential acquisition of Home Capital Group by Smith Financial Corporation,” a bureau spokesperson said in an email.

The regulator declined to provide a timeline of its review, saying it is obligated to “conduct its work confidentially.” Home Capital and Smith Financial were unavailable for immediate comment.

The bureau seeks additional information from merger partners when an acquisition raises concerns about substantial lessening of competition.

Canada’s already consolidated banking industry had two more M&A deals last year, including Smith Financial’s Home Capital bid, giving six lenders control of about 90% of the market. Consumer advocates have complained about higher transaction fees than in the United States.

Last year, Royal Bank of Canada announced the purchase of HSBC’s Canada unit, a transaction also under regulatory review.

Home Capital, rescued by Warren Buffett’s Berkshire Hathaway (NYSE:) Inc five years ago, announced in November it would be taken private by Smith Financial. Canada’s housing market and mortgage lending slowed as interest rates spiked after exponential price growth during the pandemic.

Home Capital, which caters to borrowers shunned by big lenders, set aside C$10.4 million for bad loan in the 2022 fourth quarter, up from C$1 million in the year-ago period.

“There is no surprise that the competition bureau is reviewing this transaction; in fact, it should have been expected,” said Arthur Salzer, CEO at Northland Wealth Management, a Home Capital shareholder.

Salzer said he expects the sale to be approved and Home Capital to retain its focus on so-called alternative borrowers with weaker income documentation, such as the self-employed, new immigrants and those with a poor credit history.

Controlled by billionaire Stephen Smith, Smith Financial is also the co-founder of Home Capital’s larger rival First National Financial Corp. It is a top shareholder of lender EQB Inc, one of Canada’s leading alternative lenders and the country’s ninth largest publicly traded bank.

The competition bureau’s main concern is that the Home Capital deal will result in Smith Financial controlling too large a share of the alternate market, said a hedge manager who is closely watching the transaction.

Smith also co-owns Canada Guaranty Mortgage Insurance Company, in partnership with Ontario Teacher’s Pension Plan. He is chairman and co-owner of Duo Bank of Canada.

Shareholders voted 99.8% in favor of approving the deal at a special meeting on Feb. 8.

If Smith Financial does not close the deal before the May 20 deadline, it has to pay shareholders an extra 25 Canadian cents per share for every three months of delay.