Get more information on the merger structure, risks, Board of Directors and more.
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Structure and Method of the Merger
The method of the merger was jointly decided on by the Boards of Directors of OCU, RCU and SCU. The Boards agreed that an amalgamation was the most practical way to merge. With combined total assets under administration of approximately $890 million, the Merged Credit Union will operate under the legal name of Cascadia Credit Union.
Key Provisions of the Amalgamation Agreement
Below is a summary of the key provisions of the Amalgamation Agreement, which represent highlights of the full agreement.
| Key Provision | Section | Summary |
|---|---|---|
| Parties | N/A | Osoyoos Credit Union (“OCU”), Revelstoke Credit Union (“RCU”) and Summerland Credit Union (“SCU”) will amalgamate to form the “Amalgamated Credit Union”. |
| Amalgamation Date | 1.1(d) | July 1, 2025 (or another date as may be specified by the Superintendent of Financial Institutions). |
| Agreement to Amalgamate | 2.1 | OCU, RCU and SCU will amalgamate and continue as the Amalgamated Credit Union. |
| Representations and Warranties | 3.1, 3.2, 3.3, 3.4 | Each of OCU, RCU and SCU will make a number of representations and warranties to the other parties as are customary in a transaction of this type. |
| Corporate Name | 4.1 | The corporate name of the Amalgamated Credit Union will be “Cascadia Credit Union”. |
| Directors | 4.2 and Schedule “C” | There will be 11 initial directors of the Amalgamated Credit Union as listed in the Amalgamation Agreement, comprised of three current directors of OCU, three current directors of RCU and five current directors of SCU. Of the three current directors of OCU listed as initial directors in the Amalgamation Agreement, one director will be appointed for a one-year term, one director will be appointed for a two-year term and one director will be appointed for a three-year term. Of the three current directors of RCU listed as initial directors in the Amalgamation Agreement, one director will be appointed for a one-year term, one director will be appointed for a two-year term and one director will be appointed for a three-year term. Of the five current directors of SCU listed as initial directors in the Amalgamation Agreement, two directors will be appointed for a one-year term, two directors will be appointed for a two-year term and one director will be appointed for a three-year term. As of the close of the first annual general meeting of the Amalgamated Credit Union, the total number of directors of the Amalgamated Credit Union will be reduced to 10. As of the close of the second annual general meeting of the Amalgamated Credit Union, the total number of directors of the Amalgamated Credit Union will be reduced to nine. |
| Chair and Vice-Chair | 4.3 | The initial Chair of the board of directors of the Amalgamated Credit Union will be Alan Chell. The initial Vice Chairs of the board of directors of the Amalgamated Credit Union will be Diana Thomas and Connie Denesiuk. |
| Senior Officers | 4.4 and Schedule “C” | The initial senior officers of the Amalgamated Credit Union will be those individuals listed in Schedule “C” to the Amalgamation Agreement. |
| Intended Business | 4.6 | The intended business proposed to be carried on by the Amalgamated Credit Union will be deposit business and such other business or businesses that the Amalgamated Credit Union is permitted to carry on under applicable legislation. |
| Intended Services | 4.7 and Schedule “D” | The Amalgamated Credit Union will offer a full range of banking services for individuals, businesses and not-for-profit organizations, as more particularly described in Schedule “D” to the Amalgamation Agreement. It is not anticipated that any existing products or services of OCU, RCU or SCU will be discontinued because of the amalgamation; however, some services may initially only be available to former members of OCU, RCU or SCU. All services will be made available to all members of the Amalgamated Credit Union in due course. |
| Offices | 4.8 | The head office and registered office of the Amalgamated Credit Union will initially be located at the current head office of SCU in Summerland, BC. The Amalgamated Credit Union will initially operate three administrative offices, being the former head offices of each of OCU, RCU and SCU. Head office functions and all non-member facing positions of the Amalgamated Credit Union will be administered on a distributed work force model, so that the Amalgamated Credit Union will have employees in the communities it serves. The records office of the Amalgamated Credit Union will be the offices of Edwards, Kenny & Bray LLP, or such other law firm or location as the Amalgamated Credit Union determines from time to time. |
| Constitution | 4.10 and Schedule “E” | The Amalgamated Credit Union will adopt a new Constitution, as set out in Schedule “E” to the Amalgamation Agreement. |
| Rules | 4.11 and Schedule “F” | The Amalgamated Credit Union will adopt a new set of Rules, which will apply to the members of OCU, RCU and SCU once the amalgamation occurs. A full copy of the Rules is included in Schedule “F” to the Amalgamation Agreement. |
| Common Bond | 4.12 | The Amalgamated Credit Union will not have a common bond of membership. |
| Branches | 4.13 | Subject to factors outside of the control of the Amalgamated Credit Union, there will be no branch closures or reduction in the hours of operation of the OCU, RCU and SCU branches as a direct result of the amalgamation. The Amalgamated Credit Union may change or relocate branch operations or vary the hours of operation of the branches after the amalgamation to better suit the members of such branch and the communities that the branch serves. |
| Employees | 4.14 and Schedule “G” | It is intended that all employees of OCU, RCU and SCU will receive a job with the Amalgamated Credit Union. Length of service entitlements of employees of OCU, RCU and SCU will be recognized by the Amalgamated Credit Union. No employee will see a reduction in monthly salary or wages as a result of the amalgamation. |
| Community Contributions | 4.15 | It is intended that the Amalgamated Credit Union will continue to make community contributions to support the communities previously served by OCU, RCU and SCU. It is intended that each of OCU, RCU and SCU will make a capital contribution or donation in the amount of up to $1,000,000 to one or more legacy funds, with such funds to be used for community contributions in their respective communities following the amalgamation. |
| Share Exchange | 5.1 | Shares of OCU, RCU and SCU will be exchanged for shares of the Amalgamated Credit Union as set out in Schedule “H”. |
| Membership | 6.3 | Each member of OCU, RCU or SCU will become a member of the Amalgamated Credit Union. |
| Conditions Precedent | 7.1 | A number of conditions must be met prior to the completion of the amalgamation. These include, among others: (i) the filing of the Amalgamation Agreement with the Superintendent of Financial Institutions; and (ii) obtaining all necessary approvals under the Competition Act (Canada). |
| Membership Shares | Schedule “H” | Each jointly held Class “A” Membership Equity Share of OCU, RCU and SCU will be exchanged for one jointly held Class “A” Membership Equity Share of the Amalgamated Credit Union. These shares will continue to be jointly held following the amalgamation. Each shareholder of jointly held Class “A” Membership Equity Shares of the Amalgamated Credit Union will become a member of the Amalgamated Credit Union in the shareholder’s own right, provided that the shareholder holds at least five Class “A” Membership Equity Shares of the Amalgamated Credit Union. |
| Excess Membership Shares | Schedule “H” | If a member of OCU, RCU or SCU holds more than 1,000 membership shares of OCU, RCU or SCU or, upon the amalgamation occurring, a member of the Amalgamated Credit Union will hold more than 1,000 membership shares of the Amalgamated Credit Union, the excess shares will not be exchanged, but the member will receive $1.00 for each share over 1,000. |
| Fractional Shares | Schedule “H” | Where the exchange of any shares of OCU, RCU or SCU would result in the issuance of fractional shares of the Amalgamated Credit Union, the fractional amount of such shares will not be exchanged for shares of the Amalgamated Credit Union, but the amount of the fractional shares that cannot be exchanged will be deposited in the shareholder’s demand deposit account with the Amalgamated Credit Union. |
Risks of the Proposed Merger
OCU, RCU, and SCU have assessed the risks of the Proposed Merger and concluded that the benefits outweigh the risks. The table below outlines some potential risks to the Proposed Merger, along with how the risks will be managed and mitigated
| Potential Risk | Description | Risk Management and Mitigation Approach |
|---|---|---|
| Due Diligence | Potential oversight of critical details such as undisclosed liabilities, poor portfolio quality, or contract conflicts. | A rigorous due diligence process involves independent expertise across lending, governance, regulatory compliance, technology, human resources, and operational domains. Transparency obligations under the Memorandum of Understanding entered into by the Credit Unions ensure complete disclosure of information by each Credit Union. Findings are systematically documented, validated, and shared with stakeholders to address risks proactively and comprehensively. |
| Employee, Management, and Board Culture | Diverging corporate cultures may hinder post-merger cohesion and alignment. | Governance resources such as the Integration Office and Integration Committee will monitor cultural alignment. Leadership will focus on defining a shared purpose and fostering collaboration through hands-on communication, including town halls and team engagement initiatives. Managers will be equipped with tools and training to address cultural challenges and support employees through the transition, creating a unified organizational identity. |
| Employee Retention | Risk of losing key employees due to uncertainty or dissatisfaction during the integration process. | Retention strategies will focus on identifying high-value contributors early in the process and implementing targeted retention initiatives. Engagement efforts will include transparent communication about merger goals, career development opportunities, and cultural alignment to build confidence and reduce attrition risks. |
| Member Approval | Risk of failing to secure member approval for the Proposed Merger, which could impact the credibility of the Credit Unions. | Member education initiatives will highlight the Proposed Merger’s benefits, addressing key concerns and aligning expectations. Engagement strategies will include informational sessions, direct communication, and tailored outreach efforts to maximize understanding and support for the Proposed Merger. |
| Impacts on Business Continuity | Potential disruptions to ongoing operations while preparing for and executing integration. | To maintain continuity, the Credit Unions will align financial, customer, and operational practices strategically while allocating resources for day-to-day operations. A phased integration approach will minimize disruption risks, supported by dedicated integration teams managing transitional activities. Flexibility will allow for adjustments to address unforeseen challenges during the transition. |
| Information Technology (IT) | Challenges related to integrating and operating multiple systems during the implementation of the Proposed Merger. | A technology transition plan will prioritize system integration while maintaining data quality and governance. Existing overlaps in IT platforms and vendor relationships across the Credit Unions will streamline integration efforts. Early focus on cybersecurity, data migration, and digital service continuity will minimize operational disruptions and promote seamless member experiences. |
| Cost of Integration | Costs exceeding projections due to unforeseen factors in human resources, technology harmonization, and external consulting. | The financial model incorporates robust assumptions with contingency reserves. Cost estimates are informed by historical data, expert guidance, and vendor quotes. Continuous oversight will be conducted by the Integration Office and Committee. In cases of over-budget scenarios, spending will be reprioritized to focus on initiatives with the greatest impact on members and employees, ensuring financial health and operational continuity. |
| Member Satisfaction | Risk of member concerns or dissatisfaction not being addressed adequately during the integration process. | Centralized feedback mechanisms will allow members to voice concerns, with timely and consistent responses provided to build trust. Regular updates through information campaigns will keep members informed about the Proposed Merger’s progress and benefits. Insights from member feedback will shape post-merger strategies, ensuring alignment with member needs and expectations. |
| Stakeholder Impact Prior to Completion | Extended timelines or uncertainties could lead to dissatisfaction among employees and members. | Robust communication strategies will maintain transparency with all stakeholders. Materials and forums will be developed to foster trust among employees, while comprehensive member engagement programs will address concerns and highlight merger benefits. Regular updates will ensure stakeholders remain informed, mitigating concerns about uncertainties and their potential impacts. |
Merged Credit Union Leadership
With a strong vision in place, an organizational structure that considers the future values and aspirations of the Merged Credit Union was needed. A capable leadership team will build a strong credit union that is ready for the future and evolves the business in this changing environment.
Kelly Marshall, CEO of Summerland Credit Union, will be the CEO of the Merged Credit Union. A four-person executive team under the CEO will serve as the foundation of the Merged Credit Union’s leadership. The following individuals will form the initial Executive Team of the Merged Credit Union.
• Chief Risk Officer – Thom Meyer
• Chief Operating Officer – Greg Sol
• Chief Innovation Officer – Kyle Ellis
• Chief Corporate Officer – Michelle Hardy
For executive biographies, please refer to the Supplemental Information Package found here or available at any OCU, RCU, or SCU branch.
Board of Directors
The initial Board of Directors for the Merged Credit Union will consist of 11 directors, with representatives from each of the three legacy Credit Unions, as follows:
• Osoyoos Credit Union: Three directors, with staggered terms—one serving a one-year term, one serving a two-year term, and one serving a three-year term.
• Revelstoke Credit Union: Three directors, with staggered terms—one serving a one-year term, one serving a two-year term, and one serving a three-year term.
• Summerland Credit Union: Five directors, with staggered terms—two serving one-year terms, two serving two-year terms, and one serving a three-year term.
The first year of the terms of the initial directors will begin when on the effective date of the Proposed Merger and finish at the close of the first Annual General Meeting (AGM) of the Merged Credit Union, which will be held in 2026. As part of a planned governance transition, the Board size will be reduced to 10 directors following the 2026 AGM and then to nine directors after the 2027 AGM. This gradual reduction helps ensure the Board follows good governance practices while still providing strong oversight.
The following individuals will form the initial Board of Directors of the Merged Credit Union:
| LEGACY CREDIT UNION | DIRECTORS | TERM EXPIRY |
|---|---|---|
| OCU | Diana Thomas Romeo Girardi Alan Bajkov |
2028 2027 2026 |
|
RCU |
Alan Chell Angus Woodman Miriam Manley |
2028 2027 2026 |
| SCU | Connie Denesiuk Lorrie Forde Terri Eriksen Dallas Bradner Abhishek Lekhi |
2028 2027 2027 2026 2026 |
If any of the proposed directors listed above become unwilling or unable to act as a director of the Merged Credit Union prior to the effective date of the Proposed Merger, an updated list of the initial directors of the Merged Credit Union will be made available.
For director biographies, please refer to the Supplemental Information Package found here or available at any OCU, RCU, or SCU branch.
Merger and Integration Costs
Due Diligence |
333,695 |
Business Case |
66,150 |
Competition Bureau and Related Costs |
125,781 |
Other Merger Related Costs |
413,304 |
Governance Training & Enhancements |
10,000 |
Accounting & Financial Reporting |
50,000 |
Marketing, Brand, Communication & Community Involvement |
150,000 |
Pre-Merger Subtotal |
1,148,930 |
Key Systems Integration |
1,965,195 |
Integration Advisory |
90,000 |
Human Resource & Change Management |
|
• Severance & Other* |
300,000 |
• Restructure Salaries 8% |
701,000 |
• Staff and Director Training |
150,000 |
Post-Merger Subtotal |
3,206,195 |
Total Merger & Integration Costs |
$4,355,125 |
Financial Projections Summary
Comprehensive and detailed financial analysis and modelling were completed as part of the due diligence and pre-merger processes. The Merged Credit Union’s projected financial results outline a strong foundation for future growth. The financial model was developed on a conservative basis and represents five-year financial projections for the balance sheet, income statement and key ratios of the Merged Credit Union.
Income Statements ($ 000's)
| Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | |
|---|---|---|---|---|---|
| Financial Margin |
17,409 |
20,502 |
21,849 |
22,537 |
22,909 |
| Loan Loss Provision | 51 |
53 |
53 |
54 |
57 |
| Total Non-Interest Income | 2,448 |
2,482 |
2,519 |
2,556 |
2,608 |
| Total Non-Interest Expense | 18,769 |
18,957 |
17,789 |
18,092 |
18,342 |
| Operating Income (Loss) | 1,019 |
3,956 |
6,508 |
6,929 |
7,011 |
Balance Sheets ($ 000's)
| Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | |
|---|---|---|---|---|---|
| Total Assets* |
915,452 |
938,111 |
965,054 |
992,870 |
1,021,724 |
| Cash & Investments | 194,155 |
198,531 |
202,944 |
207,522 |
211,931 |
| Accrued Interest - Cash & Investments | 1,774 |
1,894 |
2,144 |
2,259 |
2,176 |
| Total Loan & Leases | 699,973 |
718,302 |
740,381 |
763,473 |
788,032 |
| Total Deposits | 839,613 |
859,610 |
881,273 |
903,674 |
927,057 |
Key Performance Ratios
| Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | |
|---|---|---|---|---|---|
| Capital Adequacy |
20.24 |
20.57 |
21.38 |
22.20 |
22.95 |
| Total Liquidity | 23.3 | 23.29 |
23.25 |
23.19 |
23.07 |
| Return on Investments | 0.11 |
0.42 |
0.68 |
0.70 |
0.69 |
| Expense Ratio | 2.06 |
2.04 |
1.86 |
1.84 |
1.68 |
| Operating Efficiency | 94.85% |
82.74% |
73.21% |
72.31% |
72.45% |
*Comprised of total assets, syndicated and Canada Emergency Business Account (CEBA), loan and investment portfolios and mutual funds (at market value)
For modeling purposes, the projects are based on a five-year horizon noted as Year 1 to Year 5. The date of the Proposed Merger is planned for July 1, 2025, but could be a later date as determined by the Superintendent of Financial Institutions.
It is important to note that this financial model is not intended to reflect a full strategic plan, operating plan, tactical plan, or the possibility of potential associated revenue uplift according to the Merged Credit Union’s strategy. As part of integration planning, the management and Board of Directors of the Merged Credit Union will develop a more detailed strategic plan, supported by a comprehensive operating plan that reflects the needs of the business.
