Bermuda’s Butterfield Bank enters agreement to acquire CIBC Caribbean

The Bank of N.T. Butterfield & Son Limited (Butterfield) is seeking to acquire the majority interest in CIBC Caribbean Bank Limited in a cash and share offer of approximately US$1.8 billion.

In a joint release, Butterfield shared that it has entered into a definitive agreement to acquire CIBC’s 91.7 per cent interest in the regional bank, which has a long-standing history serving communities across the Caribbean. With the acquisition, Butterfield aims to create a leading banking and wealth management platform in international financial centres and attractive Caribbean markets.

The transaction brings together two complementary banks with deep roots and established relationships across their combined footprint, with approximately $29 billion in combined assets. The acquisition will increase Butterfield’s capacity and provide greater diversification and scalable growth to drive long-term value for all 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 greater ability to process cross-border payments, increased consumer and merchant banking capabilities, and continued investments in technology and digital banking infrastructure,” the joint release outlined.

“Butterfield will maintain both organisations’ operational footprints, including CIBC Caribbean’s regional headquarters in Barbados, ensuring continuity for customers and employees. Butterfield is also committed to its and CIBC Caribbean’s philanthropic, financial education, and sustainability initiatives in each of their geographies, which will continue to provide outsized, tangible and mutually beneficial financial impacts for the combined company and its communities,” it continued.

Since Butterfield’s 2016 listing on the New York Stock Exchange, the bank has grown and improved its profitability through bank and trust acquisitions.

According to Michael Collins, Butterfield’s chairman and chief executive officer, “This deal combines two storied and complementary banks, with significant local scale advantages and time-honoured 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.”

Terms of the agreement

Under the terms of the agreement, Butterfield will acquire CIBC Investments (Cayman) Limited, the holding company for CIBC’s majority stake interest in CIBC Caribbean. The Bermuda-based bank will subsequently commence a mandatory takeover bid for the remaining 8.3 per cent of total outstanding shares of CIBC Caribbean held by minority shareholders to acquire full ownership of CIBC Caribbean, subject to applicable law and regulatory requirements.

Butterfield’s board of directors unanimously approved the terms of the deal.

The total consideration to be paid for CIBC Caribbean will comprise US$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 million, or $1.14 per CIBC Caribbean share.

The transaction should close in the first half of 2027, following Butterfield shareholder and regulatory approvals and the satisfaction of customary closing conditions. Thereafter, Butterfield will continue to list its ordinary shares on the New York Stock Exchange (NYSE) and the Bermuda Stock Exchange (BSX). The financial entity intends to undertake additional secondary share listings on the Barbados Stock Exchange (BSE), the Bahamas International Securities Exchange (BISX), and the Trinidad & Tobago Stock Exchange (TTSE), subject to local listing and regulatory requirements

CIBC Caribbean’s expectations

Upon completion of the transaction, CIBC will own an approximately 22 per cent stake in the combined entity. Under the terms of Butterfield and CIBC’s shareholder agreement, CIBC will then initially have the right to appoint two directors to Butterfield’s board. The shareholder agreement will also provide for certain lockup restrictions with respect to CIBC’s stake in Butterfield and include customary standstill obligations and registration rights.

Chief Executive Officer of CIBC Caribbean Mark St. Hill noted, “For our clients, employees and communities, this combination brings together two organisations with shared values and a common focus on relationship banking, innovating and community impact. We look forward to building on our legacy as the region’s champion in financial services.”

President and CEO, CIBC, Harry Culham, also commented,”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 Bermuda Monetary Authority (BMA) will continue to serve as the consolidated regulatory supervisor of Butterfield across all of its locations. Butterfield will also collaborate with all relevant jurisdictional authorities to ensure continuity, market confidence, and access to high-quality financial services within each jurisdiction.

Barclays is serving as lead financial advisor to Butterfield, and 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.