Mr. George Mavroudis reports

GUARDIAN CAPITAL GROUP LIMITED TO ACQUIRE STERLING CAPITAL MANAGEMENT LLC

Guardian Capital Group Ltd. has reached an agreement under which Guardian's wholly owned subsidiary, Guardian Capital LLC, will acquire Sterling Capital Management LLC from Truist Financial Corp.

Headquartered in Charlotte, N.C., Sterling traces its origins as an independent investment manager to 1970. Sterling's rich pedigree has allowed it to expand a successful business that today has approximately $76-billion (U.S.) ($100-billion) in assets under management and advisement. Sterling invests on behalf of a broad range of institutional and individual investors, through separate accounts, model portfolios and commingled vehicles, including mutual funds.

The financial terms of the transaction include a payment of $70-million (U.S.) on closing to purchase 100 per cent of the equity capital of Sterling, subject to customary purchase price adjustments and future earn-out incentives.

"We are very excited to have Sterling join the Guardian group of companies as the acquisition significantly enhances our overall scale as a global asset manager and expands our platform for future growth. Sterling's pursuit of excellence aligns perfectly with Guardian's commitment to investment quality and innovation. Sterling shares and complements our approach and values in addition to adding new capabilities and investment strategies that enhance our offering in the United States," said George Mavroudis, president and chief executive officer of Guardian. "We are extremely grateful that both Sterling and Truist have entrusted Guardian as their partner of choice to build on the rich traditions of both institutions. Our combined organizations share a strong common culture that prioritizes the interest of our clients and strives towards enriching lives together."

Following the anticipated closing of the transaction in Q2 2024 (subject to normal consents and approvals for transactions of this nature), Guardian plans to operate Sterling as a stand-alone entity, led by the current team of management and senior professionals, providing continuity, stability and continued excellence for Sterling clients.

"We are thrilled for this new chapter for Sterling Capital Management and the opportunities for growth that this transition provides," said Scott Haenni, chief executive officer of Sterling. "This path forward is a win-win-win for Sterling Capital, Guardian and Truist, as it allows Sterling Capital to grow as an independently managed investment management firm poised for continued long-term growth under Guardian's strategic oversight, while continuing to partner with Truist on shared relationships and opportunities. We are thankful to have found a like-minded organization in Guardian that shares our culture and values, and we are excited for our future success together."

Cambridge International Partners LLC served as Guardian's financial adviser, Pryor Cashman LLP provided legal counsel to Guardian and Cherry Bekaert LLP provided tax advice to Guardian. BofA Securities acted as exclusive financial adviser, and Davis Polk & Wardwell LLP provided legal advice to Truist.

About Guardian Capital Group Ltd.

Guardian is a global investment management company servicing institutional, retail and private clients through its subsidiaries. As at Sept. 30, 2023, Guardian had $56.2-billion of total client assets while managing a proprietary investment portfolio with a fair market value of $1.28-billion. Founded in 1962, Guardian's reputation for steady growth, long-term relationships, and its core values of authenticity, integrity, stability and trustworthiness have been key to its success over six decades.

About Sterling Capital Management LLC

Sterling Capital Management, founded in 1970, is an independently operated subsidiary of Truist Financial Corp. Headquartered in Charlotte, N.C., Sterling provides investment advisory services through mutual funds, separately managed accounts, model portfolios and other commingled vehicles offered through a variety of intermediary and managed account platforms. Sterling's six distinct investment teams provide a full complement of fixed income, concentrated active equity and multiasset solutions.

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