In what is set to be one of the most significant banking transactions in the English-speaking Caribbean in recent memory, the Bank of N.T. Butterfield & Son Limited has entered into a definitive agreement to acquire CIBC’s 91.7% interest in CIBC Caribbean Bank Limited, in a deal valued at an aggregate purchase price of US$1,794 million, or US$1.14 per CIBC Caribbean share.
The announcement, issued as a Notice of Material Change pursuant to the Securities Act of Barbados, the Securities Act of Trinidad and Tobago, and the Eastern Caribbean Securities Market Act 2001, marks a pivotal shift in Caribbean banking and signals Butterfield’s bold expansion beyond its traditional strongholds in international financial centres.
The Deal at a Glance
Under the terms of 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% stake in CIBC Caribbean. Butterfield will subsequently commence a mandatory take-over bid for the remaining 8.3% of total outstanding shares held by minority shareholders, with the stated objective of acquiring full ownership of CIBC Caribbean, subject to applicable law and regulatory requirements.
The total consideration comprises US$1,091 million in cash and US$703 million in Butterfield shares, valued by reference to Butterfield’s 10-day NYSE Volume Weighted Average Price of US$55.66 as of May 27, 2026.
Minority shareholders of CIBC Caribbean will be offered equivalent economic terms as CIBC and will have the option to elect to receive up to 100% of their consideration in Butterfield shares — providing the opportunity to maintain the entirety of their investment in the combined organisation. Houlihan Lokey is acting as financial advisor to the Special Committee of CIBC Caribbean’s Board of Directors and has provided a fairness opinion with respect to the consideration to be offered to minority shareholders in the mandatory take-over bid. Assuming minority shareholders elect the same mix of cash and shares as CIBC, they would collectively own approximately 2% of Butterfield upon completion.
A Platform for Scale Across the Caribbean
The transaction brings together two complementary banking institutions — Butterfield, with a longstanding history serving communities across the Caribbean and a strong presence in international financial centres, and CIBC Caribbean, one of the largest regionally listed financial services institutions in the English-speaking Caribbean, with US$13.8 billion in assets and a market capitalisation of US$1.8 billion.
Together, the combined entity would manage approximately US$29 billion in assets, creating what both organisations describe as a leading banking and wealth management platform across international financial centres and attractive Caribbean markets.
Butterfield and CIBC Caribbean’s expanded capabilities and scale are expected to deliver 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.
Critically for customers and employees in the region, Butterfield has committed to maintaining both organisations’ operational footprints — including CIBC Caribbean’s regional headquarters in Barbados — ensuring continuity of service delivery across the Caribbean.
What the Leaders Are Saying
Michael Collins, Butterfield’s Chairman and Chief Executive Officer, underscored the strategic importance of the deal, noting that since the bank’s 2016 NYSE listing, Butterfield has grown and enhanced profitability through bank and trust acquisitions. He described the transaction as combining “two storied and complementary banks, with significant local scale advantages and time-honoured customer relationships in their respective core jurisdictions.”
Collins added that the deal would position Butterfield as “a leading independent bank and wealth manager operating across international financial centres and attractive Caribbean markets,” and expressed anticipation at welcoming new colleagues and valued clients into the fold.
Mark St. Hill, Chief Executive Officer of CIBC Caribbean
Mark St. Hill, Chief Executive Officer of CIBC Caribbean, framed the combination as a meeting of shared values. “This combination brings together two organisations with shared values and a common focus on relationship banking, innovating and community impact,” he said. “We look forward to building on our legacy as the region’s champion in financial services.”
For his part, Harry Culham, President and CEO of CIBC, expressed confidence in the team St. Hill has built at CIBC Caribbean and said the bank looks forward to realising the strategic benefits of the transaction “for all stakeholders.”
Financing and Capital Structure
In connection with the transaction, Butterfield has obtained commitments for US$700 million of Tier 2 capital-qualifying subordinated debt financing, expected to be raised prior to closing. Following completion, the combined company is expected to maintain capital levels significantly above applicable regulatory thresholds on a consolidated basis, with a pro forma Common Equity Tier 1 (CET1) ratio above 12% and total capital above 19% at closing.
Regulatory Pathway and Timeline
The transaction is expected to close in the first half of 2027, subject to receipt of Butterfield shareholder and regulatory approvals and the satisfaction of customary closing conditions.
Following the transaction, Butterfield’s ordinary shares will continue to be listed on the New York Stock Exchange (NYSE) and the Bermuda Stock Exchange (BSX). Butterfield also intends to undertake additional secondary share listings on the Barbados Stock Exchange (BSE), the Bahamas International Securities Exchange (BISX), the Trinidad & Tobago Stock Exchange (TTSE), and the Bahamas International Securities Exchange — subject to local listing and regulatory requirements.
The Bermuda Monetary Authority (BMA) will continue to serve as the consolidated regulatory supervisor of Butterfield across all of its locations. Butterfield has also committed to collaborating with all relevant jurisdictional authorities to ensure continuity, market confidence, and access to high-quality financial services within each jurisdiction.
CIBC’s Post-Transaction Position
Following completion of the transaction, CIBC will own an approximately 22% stake in the combined entity. Under the terms of Butterfield and CIBC’s shareholder agreement, CIBC will initially have the right to appoint two directors to Butterfield’s Board. The shareholder agreement also provides for certain lockup restrictions with respect to CIBC’s stake in Butterfield and includes customary standstill obligations and registration rights.
Commitment to Community and Sustainability
Both organisations have emphasised that Butterfield is also committed to continuing CIBC Caribbean’s philanthropic, financial education, and sustainability initiatives in each of their geographies. These programmes, which deliver what the announcement describes as “outsized, tangible and mutually beneficial financial impacts,” will continue under the combined company and its communities.
Businessuite Take
This transaction represents a watershed moment for Caribbean banking. The creation of a combined institution with close to US$29 billion in assets signals a maturing of the regional financial services sector and a recognition by international investors that the Caribbean represents a serious, bankable growth opportunity.
For Caribbean consumers and businesses, the key questions will centre on what the new entity means for service delivery, credit access, and the fees they pay day to day. Butterfield’s stated commitment to maintaining CIBC Caribbean’s operational footprint — including its Barbados headquarters — will be closely watched as the regulatory and integration process unfolds over the coming months.
The anticipated stock exchange listings in Barbados, Trinidad & Tobago, and the Bahamas are a meaningful signal to regional capital markets and investors, who will now have the opportunity to participate directly in what is set to become one of the Caribbean’s largest and most diversified financial institutions.
The transaction is expected to close in the first half of 2027. Further details are available at www.cibccaribbean.com.
Source: CIBC Caribbean Bank Limited — Notice of Material Change, May 28, 2026. Issued pursuant to Section 60(3)(a) of the Securities Act of Barbados, Section 64(1)(b) of the Securities Act of Trinidad and Tobago, and Section 98(3) of the Eastern Caribbean Securities Market Act 2001.
