TD
Ameritrade Transaction Complete
TD
Bank Financial Group gains ownership stake in leading online brokerage
player
TD
Ameritrade
TORONTO,
January 25, 2006 - TD Bank Financial Group (TDBFG) has completed the sale
of TD
Waterhouse USA to Ameritrade Holding Corporation, creating the combined company,
TD Ameritrade. In connection with the transaction, TD Waterhouse Canada has
acquired 100% of Ameritrade’s Canadian brokerage operations.
“The
new TD Ameritrade has emerged as a clear industry leader offering clients
a
powerful combination of online services, an extensive branch system and a
network of independent investment advisors,” said Ed Clark, President and Chief
Executive Officer, TD Bank Financial Group. “For TDBFG shareholders this
transaction has translated TD Waterhouse USA into a strong ownership position
in
one of the leading players in the online brokerage marketplace. In addition,
TD
Ameritrade complements TD Banknorth’s personal and commercial banking operations
and strengthens the TD brand in the United States. As we asserted when we
announced the sale, we believe this transaction creates both short and long
term
value for TDBFG shareholders.”
TD
Bank Financial Group’s current ownership position in TD Ameritrade stands at
32.5%. TDBFG will realize a gain from this transaction of approximately U.S.
$1.3 billion (CDN $1.5 billion) net of CDN$138 million tax recorded in Q4
2005.
Under
the stockholders agreement entered into in connection with the transaction,
TDBFG agreed to commence a cash tender offer at a price of not less than
U.S.
$16 per share, for approximately 7.4% of the outstanding Ameritrade shares.
“As
we discussed following shareholder approval of the transaction earlier this
month, at the time the transaction was initiated we wanted to add value to
the
deal by agreeing to offer to buy shares at what was a premium to market at
that
time. Clearly, the market has been supportive of this transaction as witnessed
by the increase in the Ameritrade stock price. As a result, a tender offer
at
$16 per share does not add value now,” noted Clark. “We plan on fulfilling our
legal obligation to complete the tender offer relatively soon, after which
we
would be in a position to buy shares in the marketplace. In order to retain
a
fifth seat on the TD Ameritrade board we are required to own 37.5% of TD
Ameritrade one year following the completion of the transaction. Assuming
appropriate market conditions, our preference would be to reach this level
within a year or so.”
Conference
Call Information
TD
Ameritrade will conduct a combined earnings and closing conference call on
January 25, 2006, at 7:30 a.m. ET. Topics for the call will include results
from
the December quarter, the vision of the combined company, TD Ameritrade,
and the
financial outlook for fiscal year 2006 and 2007. The dial-in number for the
call
in the USA and Canada is 1-888-818-8365 and the international dial-in number
is
706-679-8476. The conference call is also being webcast live and can be accessed
at TD Ameritrade’s website at www.amtd.com.
Immediately
following the TD Ameritrade conference call, TD Bank Financial Group (TDBFG)
will host a conference call for its shareholders and analysts on Wednesday
January 25, 2006, at
approximately
8:45 a.m. ET to discuss details of the closing of the TDBFG and Ameritrade
transaction. The call will feature a presentation by Ed Clark, President
and
Chief Executive Officer, TD Bank Financial Group and will be followed by
a
question and answer period for analysts. The dial-in number for the call
is the
same as for the TD Ameritrade call in the USA and Canada - 1-888-818-8365,
International - 706-679-8476. Participants in the TD Ameritrade call are
welcome
to remain on the line for the second call. A webcast of the call will be
available on line at TD's website at
www.td.com/investor/index.jsp.
About
TD Bank Financial Group
The
Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank
Financial Group. TD Bank Financial Group serves more than 14 million customers
in four key businesses operating in a number of locations in key financial
centres around the globe: Canadian Personal and Commercial Banking including
TD
Canada Trust; Wealth Management including TD Waterhouse; Wholesale Banking,
including TD Securities; and U.S. Personal and Commercial Banking through
TD
Banknorth. TD Bank Financial Group also ranks among the world's leading on-line
financial services firms, with more than 4.5 million on-line customers. TD
Bank
Financial Group had CDN$365 billion in assets, as of October 31, 2005. The
Toronto-Dominion Bank trades on the Toronto and New York Stock Exchanges
under
the symbol "TD".
This
press release contains
forward-looking statements within the meaning of U.S. and Canadian securities
laws. Such statements include, but are not limited to, statements relating
to
anticipated financial and operating results, TD Bank Financial Group’s plans,
objectives, expectations and intentions and other statements including words
such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,”
“should,” “may,” and other similar expressions. Such statements are based upon
the current beliefs and expectations of TD Bank Financial Group’s management and
involve a number of significant risks and uncertainties. Actual results may
differ materially from the results anticipated in these forward-looking
statements. The following factors, among others, could cause or contribute
to
such material differences: change in general economic conditions; the
performance of financial markets and interest rates; that TD Ameritrade is
unable to transition customers, successfully execute its integration strategies,
or achieve planned synergies; that the parties are unable to accurately forecast
the anticipated financial results of TD Ameritrade following the transaction;
that TD Ameritrade is unable to compete successfully in this highly competitive
and rapidly changing marketplace; that TD Ameritrade is unable to retain
employees that are key to the operations of the combined business; that TD
Ameritrade is unable to identify and realize future consolidation and growth
opportunities; the risk of new and changing regulation in the U.S. and Canada;
acts of terrorism; and war or political instability. Additional factors that
could cause TD Bank Financial Group’s results to differ materially from those
described in the forward-looking statements can be found in TD Bank Financial
Group’s Annual Report on Form 40-F for the fiscal year ended October 31,
2005, which was filed with the U.S. Securities and Exchange Commission on
December 12, 2005 and is available at the Securities and Exchange
Commission’s Internet site (http://www.sec.gov). These forward-looking
statements speak only as of the date on which the statements were made. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.
The
tender offer for outstanding shares of TD Ameritrade common stock described
in
this press release has not commenced. At the time the tender offer is commenced,
The Toronto-Dominion Bank will file a tender offer statement on Schedule
TO with
the SEC, and, within the required time period following commencement, TD
Ameritrade will file a solicitation/recommendation statement on Schedule
14D-9.
The tender offer statement (including an offer to purchase, a related letter
of
transmittal and other offer documents) and the solicitation/recommendation
statement will contain important information that TD Ameritrade's security
holders should read carefully before any decision is made with respect to
the
tender offer. Those materials will be made available to TD Ameritrade's security
holders at no expense to them. In addition, all of those materials (and all
other offer documents filed with the SEC in connection with the tender offer)
will be available at no charge on the SEC's web site at www.sec.gov or by
directing a request to
The Toronto-Dominion Bank, c/o TD Bank Financial Group, 66 Wellington Street
West, Toronto, ON M5K 1A2, Attention: Investor Relations (416)
308-9030.
For
more information contact:
Neil
Parmenter, External Communications, (416) 308-0836
Scott
Lamb, Investor Relations, (416) 982-5075