Here are some Frequently Asked Questions (FAQs) to help you understand the proposed merger of operations between United Employees Credit Union Limited and DUCA Financial Services Credit Union Limited.
Overview of the Transaction
1 – Q: What is the proposed merger of operations?
The proposed merger of operations involves United Employees Credit Union Limited (United) being merged with DUCA Financial Services Credit Union Ltd. (DUCA) to form a stronger and more resilient financial institution. This partnership aims to enhance services, increase operational efficiencies, and provide greater value to our Members.
2 – Q: Why is the merger of operations being considered?
The decision to pursue the transaction was made after careful analysis and consideration by the Board of Directors and senior management.
Given the ever-evolving regulatory environment and higher capital and liquidity requirements to run a credit union, due to United’s smaller size, it has become increasingly difficult to provide the desired financial services to our Members. Similarly, it will be increasingly difficult for United to support ongoing investments in technology, risk, and governance to keep up with the increasingly complex operating and regulatory environment. Our primary objective is to secure a bright future for our credit union while maintaining the high standards of service and financial stability that you have come to expect.
We believe that joining forces with DUCA will provide our Members with a wider range of products, improved technology, increased financial stability, increased value, and enhanced community support. With DUCA’s larger footprint across Southern Ontario, a robust Call Centre, online and mobile app banking, our Members will have greater accessibility to their everyday banking.
3 – Q: Why did United choose DUCA?
After careful consideration, we identified DUCA as an ideal partner based on the following criteria:
a) The ability to meet the future financial needs of our members.
b) A credit union that aligns with United’s strategic objectives.
c) A credit union that is financially stable.
d) A credit union that has the technological resources to compete in the rapidly changing economic environment, such as service delivery and digital marketing.
e) A credit union that is willing to take over all our employees and or offer a reasonable arrangement for those who do not want to move on.
f) A credit union that will be able to expand the credit union movement.
4 – Q: How will this merger of operations benefit Members?
The merger of operations with DUCA will result in several benefits for our Members, including:
• Expanded product and service offerings, such as a broader range of loan options, innovative digital banking solutions, enhanced investment opportunities, and access to specialized advisors such as a Wealth Advice team, Mobile Mortgage Specialists, and Business Advisors. In addition, DUCA regularly offers high interest savings opportunities and other promotional offers which will be extended to our Members.
• Increased convenience with access to a larger network of branches and ATMs.
• Potential cost savings through shared operational efficiencies and economies of scale, resulting in competitive interest rates, enhanced profit-sharing, and reduced fees.
• Strengthened financial stability, which will provide added security for Member deposits and ensure the long-term sustainability of the credit union.
5 – Q: How will Member feedback be considered during this process?
Member feedback is highly valued and plays an important role in the decision-making process. Please do not hesitate to visit us in branch or contact us at 416-461-9257 or via email at firstname.lastname@example.org should you require any further information or clarification, or to share any feedback.
6 – Q: If the merger of operations is approved, will United be rebranded as DUCA?
Yes, following the approval of the merger of operations, the plan is to rebrand both United locations under the DUCA brand, along with all supporting collateral materials (website, statements, print collateral, email, signage, etc.).
7 -Q: If approved, when is the merger of operations expected to close?
We are currently anticipating a closing date of December 20, 2023, subject to change. As of the next business day, the branches will be operated by, and as, DUCA. The results of the vote and information regarding what United members can expect post closing will be sent via email and mail (depending on your communication preference), posted on United’s website, and available in branch.
8 – Q: Is DUCA financially stable?
Yes, DUCA is financially stable. DUCA has 87,988 Members and is ranked 12th in Canada’s top 100 credit unions with assets over $7.15 billion as of Q2, 2023. DUCA is also regulated by the Financial Services Regulatory Authority of Ontario (FSRA), same as United and is compliant with all FSRA regulations including capital and liquidity requirements.
9 – Q: Where can I learn more about DUCA?
1 – Q: Will United’s board change?
Yes, should the merger of operations be approved, United’s current board will be dissolved and DUCA’s board will preside over the merged entity. Similar to United, DUCA’s Board is elected by DUCA Members and oversees setting the strategy and governance of DUCA. DUCA’s 2023 Board of Directors can be viewed on their website here.
2 – Q: Who will become CEO of the merged credit union?
If the merger of operations is approved, the intent is to fold United under the DUCA brand. The CEO would therefore be DUCA’s CEO, Doug Conick. Doug has been President & CEO of DUCA Financial Services Credit Union Ltd. since November 2016. During this time, he has been leading the ongoing investment in people, process, technology, and communities, as he and the DUCA team transform the organization into a High-Touch and High-Tech Credit Union able to deliver trusted financial care for the best-interests of all whom DUCA serves. Doug’s full bio, along with the rest of DUCA’s executive leadership team and board of directors, is available on the DUCA website here.
On behalf of United and DUCA, we would like to thank Yves Ah Chin Kow, for his exceptional leadership and dedication during his tenure as CEO of United. Yves will support closing and integration for a limited period post transaction to ensure a smooth transition for Members.
3 – Q: Will United’s head office change?
Yes, if the merger of operations is approved United’s head office will change to DUCA’s head office address which is 5255 Yonge Street, 4th Floor, Toronto, Ontario, M2N 6P4.
1 – Q: What am I being asked to vote on?
United Members are being asked vote on the following resolutions. All resolutions are included in your information package, and also available here on United’s website or in branch.
- Approval of the Amended and Restated Reorganization & Merger Agreement between United and DUCA (available here or in branch), including under section 174 of the Credit Union and Caisses Populaires Act 2020 (Ontario), by which various transactions take place, including those listed below:
- Special resolution to reduce the stated capital amount of each United Membership share from $5 to $1, with the reduction of $4 per share to be returned to United Members on December 21, 2023. Class A and a portion of class B investment shares will be redeemed, and the remaining class B investment shares will be sold to DUCA which requires separate shareholder resolutions and approvals by those shareholders as required.
- By-Law Amendment to reflect the reduction in stated capital of each United Membership share down to $1 per share, and to reduce the minimum number of Membership shares to become a Member of United down to one share per Member. Membership shares in excess of one share per member will be redeemed by the Board and paid to Members on December 21, 2023.
- Amendment to United’s constating documents to create the Share Sale Procedure (see below).
Special resolution to approve a dividend to be paid to DUCA upon DUCA acquiring all outstanding Membership shares of United, satisfied in kind via the distribution of all of United’s assets and liabilities to DUCA, followed by the wind-up and dissolution of the United entity.
Here is a simplified break down of what this means:
What’s Happening: DUCA is planning to merge operations with United. This involves a series of steps that both credit unions have agreed upon, pending applicable membership approvals.
Step 1 – Simplifying United Credit Union Membership:
United’s minimum membership requirement is $100.00, compared to $1.00 for DUCA. United will change this minimum membership investment to just $1 and have members hold only one membership share each. This change results in the return of any excess Membership dollars back to United Members. This step requires approval from United Members by special resolution via a formal Membership vote, as well as an amendment to United’s By-laws.
Step 2 – Exchanging Membership Shares:
Members of United will exchange their one Membership share in United for one Membership share in DUCA. In order to ensure fairness and Member protection, this will be governed by the “Share Sale Procedure” which United is incorporating into its constating documents. The Share Sale Procedure works as follows:
1. Approval of the transaction of United by DUCA by way of this share sale is obtained from United Members via a formal Membership vote by special resolution.
2. Any Dissenting Member should formally lodge their dissent in writing by filing a Dissent Notice with United within ten days of United issuing written notice to the Membership of the transaction having been formally approved. Any such Dissenting Members will have their remaining one Membership share redeemed, receive their $1 of remaining capital back and will not participate in the transaction any further. For more information related to rights and obligation of Dissenting Members, see FAQ on the website here.
3. For Members who do not dissent, the CEO of United will sign the necessary transfer documents on their behalf (under Power of Attorney) to transfer their Membership shares to DUCA in exchange for corresponding Membership shares of DUCA. By holding one DUCA Membership share, United Members will be able to become a member of DUCA, which is the same requirement for all other DUCA Members.
Step 3 – Returning Investment Share Money:
United will redeem all its class A investment shares of $700,000 and $230,000 of its class B investment shares with the remaining $70,000 class B investment shares to be purchased by DUCA. Class A and B investment shares are currently owned by one Member and their redemption and sale will require separate approvals as required by class A and B shareholders.
Step 4 – United Credit Union Becomes a Subsidiary of DUCA:
After these steps, DUCA will own all Membership shares of United, making United a part of DUCA as a subsidiary. As sole Member, DUCA will resolve to wind up United and distribute its assets and liabilities to DUCA via a dividend in kind. Operations will be transferred to DUCA making the former United entity a “non-operating subsidiary”, to be dissolved in due course. This step also requires approval from United Members.
Why Is This Happening: The main reason behind these steps is to simplify the Membership structure at United Credit Union, return excess Membership capital to its Members, and allow both credit unions and their Members to achieve better financial outcomes.
2 – Q: Where can I view the full resolutions and by-law amendments?
Those resources are available in branch or online here.
3 – Q: Can Members vote online?
Yes, an online voting option will be available for Members who prefer to cast their vote electronically. The online voting portal will provide a convenient and secure way to participate in the decision-making process.
4 – Q: Can I submit a question for the Special General Meeting if I am not in attendance at the event?
A live Q&A function will be available on the Special General Meeting event platform. Members who are unable to attend the Special General Meeting are welcome to visit us in branch or contact us at 416-461-9257 or via email at email@example.com should you have questions, or to share any feedback.
5 – Q: How can Members without internet access or email participate in the Special General Meeting?
Members can attend the meeting in person at 964 Eastern Avenue.
6 – Q: I have a business and a personal Membership in the credit union. Will I vote for each in the Special General Meeting about the transaction?
Trustees, corporations, partnerships, and associations are allowed one vote by the designated representative.
A Member may vote only once unless a Member is also a designated representative of an organization. Then the member may vote once on their personal Membership and once for the organization, to a maximum of two votes.
In the case of a joint Membership, each person will be allowed a vote as long as they have not already voted on another personal Membership. There must be at least one Member share for each voting member on the joint account. Once votes have been cast for each of the Member shares, no further votes will be permitted on that Membership.
7 – Q: Will my voting decision be confidential?
Yes, voting is conducted in a confidential manner. Ballots will be handled securely, and the vote counting process will be overseen by the Chair and CEO of United to ensure transparency and accuracy.
8 – Q: How will the results of the vote be communicated?
The results of the vote will be communicated to Members through various channels, such as email, website announcements, and other established communication methods utilized by the credit union. The announcement will provide a clear indication of whether the transaction proposal has been approved or not.
9 – Q: What will happen to United Credit Union if Members do not approve the transaction?
Should Members vote not in favour of the transaction then no changes shall occur and United will be operating on a business-as-usual basis. Board of directors and management of United will re-evaluate options available to ensure long term success of the credit union and its Members which could include reviewing other potential merger partners.
10 – Q: What happens if I vote against the transaction and the transaction is approved, or I did not attend the meeting, but I am not in favour of the transaction and the transaction is still approved?
This is governed by the Share Sale Procedure described above. If you voted against the transaction or are not in favour of the transaction, but it was approved, you have 2 options:
Option 1: do nothing and you will become a DUCA member, and your accounts will be moved under the DUCA name via the process described above; or
Option 2: within 10 days of United issuing notice to the Membership of the transaction having been formally approved, send a written Dissent Notice to United at firstname.lastname@example.org or 964 Eastern Ave, Toronto, ON M4L 1A6. The Dissent Notice form is available for download on our website here or can be obtained in branch. All Dissenting Members will have their United membership shares redeemed by United when they submit their Dissenting Notice within the proper notice period.
Dissenting Members will be provided sufficient time to efficiently move all accounts to the Member’s desired financial institution. To effect the move, term deposits can be redeemed early without penalty and mortgages/loans can be repaid early in full without penalty, prior to June 30th, 2024. For more information, please send email inquiries to email@example.com. Members can also visit us in branch or call 416-461-9257.
It’s important to note that even after becoming a member of DUCA by option 1, Members have the right to terminate their Membership with DUCA at all times post the transaction. Similarly, the member’s Membership share will be redeemed by DUCA and DUCA will work with member to transfer all accounts to the financial institution of their choice.
11 – Q: Since only Members can hold deposits at DUCA, what happens to my United term deposits after I submit my Dissent Notice but prior to moving to another financial institution?
DUCA will fund one DUCA membership share on behalf of the Dissenting Member to allow the deposits to remain with DUCA (no additional action required by Dissenting Member). This is due to the Credit Unions and Caisses Populaires Act, 2020 requiring that only members can be offered deposits.
12 – Q: Are there any additional forms required to be filled out to move registered deposits to another financial institution?
Registered products will require the Dissenting Member to complete a T2033 form for transfer to receiving financial institution. We will work with Dissenting Members to complete all necessary forms.
13 – Q: What is the difference between investment shares & Membership shares?
Membership shares are required minimum investments to become a Member in a credit union and maintain their Membership in good standing. Membership shares represent residual interests in the credit union and rank after depositors/creditors and investment shareholders in respect of dividends and return of capital. Investment shares are additional voluntary investments made by Members in a credit union.
1 – Q: How will the transaction affect my current account and my day-to-day banking?
Other than branding to DUCA, nothing will change immediately following the vote or the transaction closing. The process to fully integrate the two organizations will take some time.
All products and services that currently exist will be available following the vote. Over time, DUCA will have the opportunity to offer more to our Members with enhanced products and services.
We do anticipate that there will be a brief period of downtime during the transition period, which will impact access to online banking for those who use it. United branches will also be closed temporarily for upgrades.
Additionally, as United Members are migrated over to DUCA systems, some changes will be required within the new online banking environment, for example:
- New password reset.
- Implementation of 2 Factor Authentication (enhance security for your accounts)
- Setting up e-transfer recipients
- Setting up bill payments
United Members will also need to download any historical statements they need access to as those cannot be migrated over to the new online banking environment post transition.
We are committed to minimizing disruptions to our Members through any change by keeping member service and satisfaction at the forefront of any decisions. Any change would include a communication plan so that Members receive timely information about the process and any potential impacts.
2 -Q: Will there be any changes to Membership accounts or Member benefits?
While specific details will be communicated throughout the process, the aim is to minimize disruptions and preserve the core benefits of Membership. Existing member accounts will be seamlessly transitioned to DUCA, ensuring continuity of services and member privileges. Overall, the intention of the transaction is to create additional value for all Members.
3 – Q: Will my products or fees change?
All United Members will be offered equivalent or better DUCA products and services through this transition. As United Members will be onboarded as DUCA Members, there may be slight differences in fees depending on the account type, we encourage you to refer to the fee schedule on www.duca.com for more info.
4 – Q: Will there be any changes to branch locations?
No changes to United’s existing branch location, and United Members will now benefit from DUCA’s expanded footprint and be able to access any of DUCA’s 17 locations across the GTA and Hamilton for their everyday banking needs.
5 – Q: Will my branch access, online banking, or ATM access be impacted?
Members will continue to access their branch and online and mobile apps until instructed otherwise. After the transaction is approved, it will take some time for United’s existing technologies to become fully integrated with DUCA’s. Members will receive ample communication in advance of any changes that impact daily banking. Any such changes are intended to enable Members to benefit from the broader branch network, products and services, and technology.
6 – Q: Will deposits still be guaranteed?
Yes. Eligible deposits in registered accounts have unlimited coverage through the Financial Services Regulatory Authority of Ontario (FSRA). Eligible deposits (not in registered accounts) are insured up to $250,000 through the Financial Services Regulatory Authority of Ontario. For more information please visit here.
7 – Q: If this transaction is approved, how and when will my accounts be transitioned to DUCA?
The United Member onboarding experience is of paramount importance and DUCA has been planning far in advance to ensure a seamless transition. Members can expect to continue to have the same access to banking services albeit under the DUCA name. Over time, all Member accounts will be migrated to DUCA banking systems and platforms, and we expect to have minimal disruptions during the transition. In the interim, we will ensure Members are provided timely information about the transaction closing process, any impacts to everyday banking services, and changes to products or services, as relevant.
8 – Q: What happens if the acquisition is approved and what is the expected timeline before United merges with DUCA?
If the transaction is approved, the transaction will close on December 20, 2023, and you will become a DUCA Member on the next business day December 21, 2023. Every effort will be made to ensure Members continue to receive uninterrupted services. Our goal is to communicate any changes or enhancements resulting from the acquisition in a timely manner.
9 – Q: What additional benefits does a DUCA Membership Share get me that I don’t currently get with United?
DUCA offers a more comprehensive suite of financial services to Members currently not offered by United including for example, service offerings for small business and commercial clients, wealth management and insurance solutions to name a few. In addition, Members can share in our profits. With DUCA’s Do More Profit-Sharing program, the more you bank at DUCA, the more profit-share rewards you will earn. You’ll accumulate profit-share rewards based on the total amount of interest you pay as well as the interest you earn. Learn more about DUCA’s Do More Profit-Sharing Program here.
Over its history, DUCA has returned over $103M to Members in the form of profit share distributions and Class B dividends.
10 – Q: What are the tax consequences of these transactions to me?
Members should seek independent advice from tax professionals as appropriate regarding the tax consequences of this transaction as each Member’s individual facts and circumstances may be different. The following discussion is of a general nature only and is not intended to constitute advice to any investor.
Return of excess Membership dollars to Members: The redemption amount of Membership shares to facilitate return of excess Membership dollars to Members is not expected to exceed the paid-up capital and tax cost of Membership shares such that no adverse tax implications for Members would be expected.
Exchange of one United Membership share for one DUCA Membership share: The share for share exchange should generally occur on a tax-deferred basis for Canadian tax residents (I.e., the tax cost in the United Membership share should become their tax cost in DUCA Membership share).
11 – Q: Why is all my Membership money being returned to me and how is it being returned to me?
As DUCA only requires Members to invest $1 in one Membership share, all excess Membership dollars over and above $1 will be returned to United Members on December 21, 2023, should the transaction be approved. The excess funds will be deposited to Members’ existing bank accounts or via a cheque, as appropriate.
12 – Q: How will DUCA purchase my one United Membership share in exchange for one DUCA share? Do I have to sign any documents?
The legal agreement for DUCA to purchase United Membership shares from United Members is available here. There is no need for Members to sign this agreement as the CEO of United will act as power of attorney to sign on behalf of Members once Members vote in favour of the transaction. This is to ensure it is as easy a process for Members as possible.
13 – Q: Will United continue to exist after the transaction?
After the closing of the transaction, all assets, and liabilities of United will be distributed to DUCA via a dividend in kind. United will still exist for a short period of time as a shell (non-operating) entity with no substantial assets or liabilities until proper paperwork including legal and regulatory approval is obtained to wind up and dissolve the legal entity. We expect United legal entity will be dissolved within 12 months.