$5.4 Billion Acquisition of City National by Royal Bank of Canada

Cleary Gottlieb is representing Bank of America Merrill Lynch, as financial advisor to the board of directors of City National Corporation, in connection with the proposed sale of City National to Royal Bank of Canada for approximately $5.4 billion. Stockholders of City National will receive a mix of cash and RBC common shares valued at approximately $93.80 per share of City National common stock based on the closing price of the RBC common shares on January 21, 2015. The transaction was announced on January 22, 2015 and is expected to close by the end of 2015 subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of City National’s stockholders.

City National Corporation, through its wholly owned subsidiary City National Bank, provides banking, investment and trust services through 76 offices, including 16 full-service regional centers, in Southern California, the San Francisco Bay Area, Nevada, New York City, Nashville and Atlanta.