SOLICITING MATERIAL
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OMB APPROVAL |
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3235-0059 |
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January 31, 2008 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box: |
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o Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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o Definitive Proxy Statement |
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o Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
TD Banknorth Inc.
(Name
of Registrant as Specified In Its Charter)
The Toronto-Dominion Bank
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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þ No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. |
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1) Title of each class of securities to which transaction applies: |
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2) Aggregate number of securities to which transaction applies: |
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials. |
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o Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
This filing relates to a planned going-private transaction between The Toronto-Dominion Bank
(“TD”) and TD Banknorth Inc. (“Banknorth”) pursuant to the terms of an Agreement and Plan of Merger, dated as of November 19, 2006, among TD,
Banknorth and Bonn Merger Co., a newly formed Delaware corporation and a wholly-owned subsidiary of TD.
TD Bank Financial Group and TD Banknorth Inc. Agree to
Going-Private Transaction
TORONTO, ON and PORTLAND, ME, (November 20, 2006)—TD Bank Financial Group (TDBFG) (TSX and NYSE:
TD) and TD Banknorth Inc. (NYSE: BNK) today announced that they have entered into a definitive
merger agreement providing for the acquisition by TDBFG of all of the outstanding shares of common
stock of TD Banknorth not currently owned by TDBFG for US$32.33 per share in cash.
The Designated Independent Directors Committee, comprised of four directors of TD Banknorth not
associated with TD Bank Financial Group, issued an invitation to TDBFG to submit a proposal in
accordance with the TD Banknorth stockholders agreement and negotiated the price and other terms of
this transaction with the assistance of its financial and legal advisors.
The Board of Directors of TD Banknorth, upon the unanimous recommendation and approval of the
Designated Independent Directors Committee, has unanimously approved the merger agreement.
The US$32.33 per share price represents a multiple of 22 times TD Banknorth’s GAAP earnings for the
twelve months ended September 30, 2006 and 14.4 times TD Banknorth’s cash operating earnings for
the twelve months ended September 30, 2006. The per share price is a 6.5% premium over the TD
Banknorth closing price on Friday, November 17, 2006. The aggregate consideration payable under
the proposal is expected to be approximately US$3.2 billion (CDN$3.6 billion).
TD Bank Financial Group currently owns approximately 130 million shares of common stock of TD
Banknorth, representing approximately 57% of the outstanding shares of common stock. Upon
completion of the transaction, TD Banknorth would become a wholly owned subsidiary of TD Bank
Financial Group.
“This transaction offers TD Banknorth shareholders an opportunity to realize fair value for their
shares, while also offering TD Bank Financial Group shareholders the long term benefits of 100%
ownership of a US banking business in an attractive marketplace,” said Ed Clark, President and
Chief Executive Officer, TD Bank Financial Group. “TD Banknorth’s strength has always been as a
customer-focused bank and we don’t see that changing in light of today’s announcement. We remain
committed to the future of TD Banknorth.”
TD Bank Financial Group also announced that it has entered into a voting agreement with a large
stockholder of TD Banknorth, pursuant to which the stockholder has agreed to vote all shares of
common stock of TD Banknorth over which it exercises voting authority in favor of the transaction.
In addition, another large stockholder has reviewed the general terms of this proposed transaction
and has advised TDBFG that its current expectation is to vote in favor of the
transaction. Together these two stockholders currently hold or have investment discretion over
26.2 million shares. Although these shareholders do not have voting authority over all of these
shares, TDBFG expects the majority of these shares will be voted in favor of this transaction.
“On behalf of our shareholders, I am pleased that we have been able to reach an agreement for TD to
acquire the balance of TD Banknorth’s outstanding shares,” said Bill Ryan, Chairman and Chief
Executive Officer, TD Banknorth. “The transaction rewards our shareholders with a fair price and
reaffirms TD’s long-term commitment to the U.S. banking industry.”
The proposed transaction requires the affirmative vote of a majority of the outstanding shares of
common stock of TD Banknorth and a majority of the outstanding shares of common stock of TD
Banknorth not held by TDBFG or its affiliates. TD Banknorth will schedule a special meeting of its
stockholders for the purpose of obtaining stockholder approval of the transaction. The transaction
is also subject to the approval of the Massachusetts Board of Bank Incorporation. The transaction
is expected to close in March or April 2007.
Based on I/B/E/S estimates, TDBFG expects earnings per share accretion on a GAAP basis would be
CDN$0.02 per share for six months in 2007 and CDN$0.12 per share in 2008. Projected accretion on
an adjusted basis, or before the amortization of intangibles, is projected to be CDN$0.05 per share
for six months in 2007 and CDN$0.16 per share in 2008.
Two conference calls for analysts are scheduled for today, November 20, 2006. The TD Banknorth
call will start at 9:30 am ET, followed immediately by the TDBFG call. The phone number for both
calls is 1-800-733-7571. Media and shareholders may view the slide presentations and
listen in on the calls via webcast at www.tdbanknorth.com/investorrelations and
www.td.com/investor.
TD Securities and Goldman, Sachs & Co. are serving as financial advisors and Simpson Thacher &
Bartlett LLP is serving as legal advisor to TD. Sandler O’Neill & Partners, L.P. is serving as
financial advisor and Wachtell, Lipton, Rosen & Katz is serving as legal advisor to the Designated
Independent Directors Committee of the TD Banknorth Board of Directors.
This news release contains “forward-looking statements.” Such statements include, but are not
limited to, statements relating to anticipated financial and operating results, the companies’
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 and TD Banknorth’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; the ability to obtain the approval of the transaction by TD Banknorth stockholders;
the ability to obtain governmental approvals of the transaction or to satisfy other conditions to
the transaction on the proposed terms and schedule; increased competition and its effect on
pricing, spending, third-party relationships and revenues; 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 and TD Banknorth’s results to differ materially from
those described in the forward-looking statements can be found in the 2005 Annual Report on Form
40-F for TD Bank Financial Group and the 2005 Annual Report on Form 10-K of TD Banknorth filed with
the Securities and Exchange Commission and available at the Securities and Exchange Commission’s
Internet site (http://www.sec.gov).
In connection with the proposed merger, TD Banknorth will file a proxy statement with the
Securities and Exchange Commission. Stockholders of TD Banknorth are urged to read the proxy
statement regarding the proposed merger when it becomes available, because it will contain
important information. Stockholders will be able to obtain a free copy of the proxy statement as
well as other filings containing information about TD Bank Financial Group and TD Banknorth, when
available, without charge, at the Securities and Exchange Commission’s Internet site
(http://www.sec.gov). In addition, copies of the proxy statement can be obtained, when available,
without charge, by directing a request to TD Bank Financial Group, 66 Wellington Street West,
Toronto, ON M5K 1A2, Attention: Investor Relations, (416) 308-9030, or to TD Banknorth Inc., Two
Portland Square, P.O. Box 9540, Portland, ME 04112-9540, Attention: Investor Relations, (207)
761-8517.
TD Bank Financial Group, TD Banknorth, their respective directors and executive officers and other
persons may be deemed to be participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding TD Bank Financial Group’s directors and executive officers is
available in its Annual Report on Form 40-F for the year ended October 31, 2005, which was filed
with the Securities and Exchange Commission on December 12, 2005, and its notice of annual meeting
and proxy circular for its most recent annual meeting, which was filed with the Securities and
Exchange Commission on February 24, 2006. Information regarding TD Banknorth’s directors and
executive officers is available in TD Banknorth’s proxy statement for its most recent annual
meeting, which was filed with the Securities and Exchange Commission on March 30, 2006. Other
information regarding the participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, will be contained in the proxy
statement, the Schedule 13E-3 transaction statement and other relevant materials to be filed with
the Securities and Exchange Commission when they become available.
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 and an investment in
TD Ameritrade; 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$385.8 billion in assets, as of July 31, 2006. The Toronto-Dominion Bank trades on the Toronto
and New York Stock Exchanges under the symbol “TD”.
About TD Banknorth Inc.
TD Banknorth Inc. is a leading banking and financial services company headquartered in Portland,
Maine and a majority-owned subsidiary of TD Bank Financial Group. At September 30, 2006, TD
Banknorth had $40 billion of total consolidated assets and provided financial services to nearly
1.6 million households in the Northeast. TD Banknorth’s banking subsidiary, TD Banknorth, N.A.,
operates banking divisions in Connecticut, Maine, Massachusetts, New Hampshire, New Jersey, New
York, Pennsylvania and Vermont. TD Banknorth and TD Banknorth, N.A. also operate subsidiaries and
divisions in insurance, wealth management, merchant services, mortgage banking, government banking,
private label credit cards, insurance premium financing and other financial services and offers
investment products in association with PrimeVest Financial Services, Inc. The TD Banknorth common
stock trades on the New York Stock Exchange under the symbol “BNK”. For more information, visit
http://www.TDBanknorth.com.
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For further information
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Neil Parmenter, TDBFG External Communications
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416-982-4285 |
Tim Thompson, TDBFG Investor Relations
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416-982-6346 |
Jeff Nathanson, TD Banknorth Investor Relations
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207-761-8517 |