TORONTO, Oct. 6, 2020 /CNW/ - TD Bank Group ("TD" or "the
Bank") (TSX: TD) and (NYSE: TD) today confirmed that upon
closing of the acquisition of TD Ameritrade Holding Corporation by
The Charles Schwab Corporation ("Schwab"), TD received an
approximately 13.5% stake in Schwab, consisting of 9.9% voting
common shares and the remainder in non-voting common shares which
are convertible into voting common shares upon transfer to a third
party. The Stockholders' Agreement and the revised and extended
long-term IDA Agreement between the Bank and Schwab are also now
effective.
"We are very pleased with the successful completion of this
transformative transaction," said Bharat Masrani, Group President
and CEO, TD Bank Group. "TD now has an important ownership stake in
a wealth industry leader with the size, scale and capabilities to
compete, drive growth and generate value for TD today and in the
future."
TD expects to record a revaluation gain of approximately
$2.3 billion based on a Schwab share
price of US$36.94 and the impact of
certain adjustments. The transaction is expected to be
approximately neutral to capital at closing.
Pursuant to the terms of the Merger Agreement and the
Stockholders' Agreement, TD has nominated Mr. Brian M. Levitt, Chair of the Board, TD and Mr.
Masrani to the Schwab Board of Directors.
Other transaction details are unchanged from the original
announcement. Please refer to TD's November 25th, 2019 news release and presentation
materials, which are available at
https://www.td.com/investor-relations/ir-homepage/presentations-and-events/archived-events/calendar-arch2019.jsp.
Caution Regarding Forward-Looking Information
From time to time, the Bank (as defined in this document) makes
written and/or oral forward-looking statements, including in this
document, in other filings with Canadian regulators or the United States (U.S.) Securities and
Exchange Commission (SEC), and in other communications. In
addition, representatives of the Bank may make forward-looking
statements orally to analysts, investors, the media, and others.
All such statements are made pursuant to the "safe harbour"
provisions of, and are intended to be forward-looking statements
under, applicable Canadian and U.S. securities legislation,
including the U.S. Private Securities Litigation Reform Act of
1995. Forward-looking statements include, but are not limited to,
statements made in this document, the Management's Discussion and
Analysis for the quarter ended July 31,
2020 ("Q3 2020 MD&A"), the Management's Discussion and
Analysis for the quarter ended April 30,
2020 ("Q2 2020") under the heading "How We Performed"
including under the sub-headings "Economic Summary and Outlook" and
"Impact on Financial Performance in Future Quarters" and under the
heading "Risk Factors and Management", the Management's Discussion
and Analysis ("2019 MD&A") in the Bank's 2019 Annual Report
under the heading "Economic Summary and Outlook", for the Canadian
Retail, U.S. Retail, and Wholesale Banking segments under headings
"Business Outlook and Focus for 2020", and for the Corporate
segment, "Focus for 2020", and in other statements regarding the
Bank's objectives and priorities for 2020 and beyond and strategies
to achieve them, the regulatory environment in which the Bank
operates, the Bank's anticipated financial performance, and
the potential economic, financial and other impacts of the
Coronavirus Disease (2019) ("COVID-19"). Forward-looking statements
are typically identified by words such as "will", "would",
"should", "believe", "expect", "anticipate", "intend", "estimate",
"plan", "goal", "target", "may", and "could". By their very nature,
these forward-looking statements require the Bank to make
assumptions and are subject to inherent risks and uncertainties,
general and specific. Especially in light of the uncertainty
related to the physical, financial, economic, political, and
regulatory environments, such risks and uncertainties – many of
which are beyond the Bank's control and the effects of which can be
difficult to predict – may cause actual results to differ
materially from the expectations expressed in the forward-looking
statements. Risk factors that could cause, individually or in the
aggregate, such differences include: credit, market (including
equity, commodity, foreign exchange, interest rate, and credit
spreads), liquidity, operational (including technology and
infrastructure), reputational, insurance, strategic, regulatory,
legal, environmental, capital adequacy, and other risks. Examples
of such risk factors include the economic, financial, and other
impacts of the COVID-19 pandemic; the general business and economic
conditions in the regions in which the Bank operates; geopolitical
risk; the ability of the Bank to execute on long-term strategies
and shorter-term key strategic priorities, including the successful
completion of acquisitions and dispositions, business retention
plans, and strategic plans; the ability of the Bank to attract,
develop, and retain key executives; disruptions in or attacks
(including cyber-attacks or data security breaches) on the Bank's
information technology, internet, network access or other voice or
data communications systems or services; fraud or other criminal
activity to which the Bank is exposed; the failure of third
parties to comply with their obligations to the Bank or its
affiliates, including relating to the care and control of
information; the impact of new and changes to, or application of,
current laws and regulations, including without limitation tax
laws, capital guidelines and liquidity regulatory guidance, and the
bank recapitalization "bail-in" regime; exposure related to
significant litigation and regulatory matters; increased
competition from incumbents and non-traditional competitors,
including Fintech and big technology competitors; changes to the
Bank's credit ratings; changes in currency and interest rates
(including the possibility of negative interest rates); increased
funding costs and market volatility due to market illiquidity and
competition for funding; Interbank Offered Rate (IBOR) transition
risk; critical accounting estimates and changes to accounting
standards, policies, and methods used by the Bank; existing and
potential international debt crises; environmental and social risk;
and the occurrence of natural and unnatural catastrophic events and
claims resulting from such events. There can be no assurance that
the Bank will realize the anticipated benefits or results from the
acquisition of TD Ameritrade by Schwab; actual results could differ
materially from the expectations expressed in the forward-looking
statements. Examples of material assumptions made by the Bank in
the forward-looking statements, including the Bank's expectations
regarding the costs and financial impact of the transaction,
include assumptions regarding Schwab's future net income,
transaction costs, transaction process and timeline, expected
synergies, future Bank capitalization, tax rate, currency
conversion rate, and financial results, based on the Bank's
experience.
The Bank cautions that the preceding list is not exhaustive of
all possible risk factors and other factors could also adversely
affect the Bank's results. For more detailed information, please
refer to the "Risk Factors and Management" section of the 2019
MD&A, as supplemented by the "Risk Factors that may Affect
Future Results" and the "Managing Risk" sections of the Q2 2020
MD&A, and as may be updated in subsequently filed quarterly
reports to shareholders and news releases (as applicable) related
to any events or transactions discussed under the headings
"Significant and Subsequent Events, and Pending Transactions" and
"Significant Events and Pending Transactions" in the relevant
MD&A, which applicable releases may be found on www.td.com. All
such factors should be considered carefully, as well as other
uncertainties and potential events, and the inherent uncertainty of
forward-looking statements, when making decisions with respect to
the Bank and the Bank cautions readers not to place undue reliance
on the Bank's forward-looking statements.
Material economic assumptions underlying the forward-looking
statements contained in this document are set out in the Q3 2020
MD&A under the heading "How We Performed" and in the Q2 2020
MD&A under the heading "How We Performed" including under the
sub-headings "Economic Summary and Outlook" and "Impact on
Financial Performance in Future Quarters", which update the
material economic assumptions set out in the 2019 MD&A under
the headings "Economic Summary and Outlook", for the Canadian
Retail, U.S. Retail, and Wholesale Banking segments, "Business
Outlook and Focus for 2020", and for the Corporate segment, "Focus
for 2020", each as may have been updated in subsequently filed
quarterly reports to shareholders.
Any forward-looking statements contained in this document
represent the views of management only as of the date hereof and
are presented for the purpose of assisting the Bank's shareholders
and analysts in understanding the Bank's financial position,
objectives and priorities and anticipated financial performance as
at and for the periods ended on the dates presented, and may not be
appropriate for other purposes. The Bank does not undertake to
update any forward-looking statements, whether written or oral,
that may be made from time to time by or on its behalf, except as
required under applicable securities legislation.
About TD Bank Group
The Toronto-Dominion Bank and its subsidiaries are collectively
known as TD Bank Group ("TD" or the "Bank"). TD is the sixth
largest bank in North America by
branches and serves over 26 million customers in three key
businesses operating in a number of locations in financial centres
around the globe: Canadian Retail, including TD Canada Trust, TD
Auto Finance Canada, TD Wealth (Canada), TD Direct Investing, and TD
Insurance; U.S. Retail, including TD Bank, America's Most
Convenient Bank®, TD Auto Finance U.S., TD Wealth (U.S.), and an
investment in The Charles Schwab Corporation; and Wholesale
Banking, including TD Securities. TD also ranks among the world's
leading online financial services firms, with more than 14 million
active online and mobile customers. TD had CDN$1.7 trillion in assets on July 31, 2020. The Toronto-Dominion Bank trades
under the symbol "TD" on the Toronto and New York Stock Exchanges.
SOURCE TD Investor Relations