TD Bank to buy Banknorth Group

first_imgTD Bank Financial Group to Become Majority Shareholder of Banknorth Group, Inc. Strategic acquisition provides TD with personal and commercial banking growth opportunity in the US Banknorth gains partner to expand its community-based banking model PORTLAND, Maine–Aug. 26, 2004–Banknorth Group, Inc. (NYSE: BNK) and TDBank Financial Group (TDBFG) today announced that they have signed adefinitive agreement for TDBFG to acquire 51% of the outstanding shares ofBanknorth for approximately US$3.8 billion (approximately CDN$5 billion)in cash and TD common shares. This acquisition will provide TD with themajority interest in a growth company that has a proven track record ofmaking strategic acquisitions. “This strategic acquisition provides us with an expanding beachhead inthe Northeastern United States and an outstanding personal and commercialbanking complement to our strong U.S. wealth management franchise,” saidEd Clark, TD Bank Financial Group President and Chief Executive Officer.”The addition of Banknorth to our brand provides us with immediatelyaccretive earnings and a majority interest in a company that has anexcellent management team focused on growing their business bothorganically and through smart and profitable acquisitions.” “Having TDBFG as our majority shareholder offers us the depth tocontinue with our strategy of acquiring high potential banks in strategiclocations and positions us to move to the next level in terms of size andproduct capability,” said William J. Ryan, Banknorth’s Chairman, Presidentand Chief Executive Officer. “Both TD and Banknorth are leaders inemploying a customer-focused approach to their markets and bring proventrack records of successfully integrating acquisitions. I firmly believethat working with TD will be a positive experience for our shareholders,our customers and our employees.” Acquisition Details The agreement between TDBFG and Banknorth provides for the merger ofBanknorth with a TD subsidiary in which each Banknorth shareholder willreceive a package of US$12.24 in cash, 0.2351 of a TD common share and0.49 shares of the new Banknorth stock, which will continue to be listedon the New York Stock Exchange. TD will be permitted to buy additionalBanknorth shares up to a limit of 66 2/3% either in the open market or inspecific circumstances directly from Banknorth, such as if Banknorth werelooking to raise capital. The transaction will be taxable for Banknorth shareholders for U.S.federal income tax purposes with respect to the cash and TD shares theyreceive. The new Banknorth shares will be tax free. The agreement also permits TD to bid for the remaining publicly heldshares in subsequent years, subject to certain limitations in the firsttwo years, approval by a majority of designated independent directors andunaffiliated Banknorth shareholders during the first five years andapproval by a majority of designated independent directors or unaffiliatedBanknorth shareholders after five years. The deal, which is subject toapproval by Banknorth’s shareholders and by U.S. and Canadian regulatoryauthorities, is expected to close in February, 2005 and be immediatelyaccretive to TD’s earnings, without reliance on synergies. “We have structured the deal this way to allow the maximum degree offlexibility for both TD and Banknorth. TD gains an important personal andcommercial footprint in the U.S. while maintaining our strong capitalratios,” said Clark. “From our perspective, we are gaining access to capital and additionalflexibility to allow us to continue to participate in largeracquisitions,” added Ryan. Bill Ryan will remain Chairman, President and CEO of Banknorth and willjoin TD’s Board of Directors upon the conclusion of the deal. He willcontinue to be based at Banknorth’s headquarters in Portland, Maine.Banknorth’s experienced management team was an integral component of thedeal and will remain intact. To maintain the Banknorth board’s effective working size, but at thesame time reflect the interests of the majority shareholder, TD willinitially be adding up to five members to the board in addition to thecurrent 14 Banknorth directors, all of whom are expected to remain on theboard following the closing. A majority of both the full board and thedirectors appointed by TD will be required for any motion put before theBoard to reflect TDBFG’s majority shareholder position. TD will have theright to elect a majority of board members generally as long as it remainsa majority shareholder. Maintaining Community Roots “Banknorth has a long standing reputation of being committed to thecommunities in which it operates and we intend to continue with that sameapproach,” said Ryan. “We are pleased that our two organizations have thesame focus on meeting the needs of our customers in the local markets weserve. We think that there is a good cultural fit between the two banks,”added Clark. TD Bank Financial Group and Banknorth will hold an analyst conferencecall and meeting today, August 26th, 2004 at 8:45 a.m. ET to discuss thedetails of the transaction. The call will feature a presentation by EdClark, President and CEO of TD Bank Financial Group and Bill Ryan,Chairman, President and CEO of Banknorth. A question and answer period forpre-qualified analysts and investors will follow the formal presentation.The call will be webcast live via TD’s website at is external) aswell as the investor relations section of Banknorth’s website is external). Pre-qualified analysts and investors may access thecall by calling 416-640-1907 or toll free at 1-800-814-4860. Media mayalso access the call at those numbers, but in listen-only mode. Recordingsof the presentation will be archived on TD’s website is external) followingthe webcast and will be available for replay for a period of at least onemonth. The replay of the webcast will also be accessible from the investorrelations section of Banknorth’s website at is external). Banknorth Key Facts & Figures A New England-based company recognized by Forbes magazine as the bestmanaged bank in America, Banknorth offers personal and commercial banking,insurance, investment planning and wealth management services. Theoperations of Banknorth include: — 389 branches and 548 Automated Teller Machines (ATMs) in 6 states — 1.3 million households served — US $29.3 billion in assets, as of June 30, 2004 — US $19.3 billion in deposits, as of June 30, 2004 Banknorth is first in combined market share in Maine, New Hampshire andVermont, and 5th in Massachusetts and 6th in Connecticut. About TD Bank Financial Group The Toronto-Dominion Bank and its subsidiaries are collectively known asTD Bank Financial Group. In Canada and around the world, TD Bank FinancialGroup serves more than 13 million customers in three key businesses:personal and commercial banking including TD Canada Trust; wealthmanagement including the global operations of TD Waterhouse; and wholesalebanking, including TD Securities, operating in a number of locations inkey financial centres around the globe. TD Bank Financial Group also ranksamong the world’s leading on-line financial services firms, with more than4.5 million on-line customers. TD Bank Financial Group had CDN$312 billionin assets, as of April 30, 2004. The Toronto-Dominion Bank trades on theToronto and New York Stock Exchanges under the symbol “TD”. About Banknorth At June 30, 2004, Banknorth Group, Inc. headquartered in Portland, Maineand one of the 30 largest publicly-traded commercial banks in the country,had $29.3 billion in assets. Banknorth’s banking subsidiary, Banknorth,N.A., operates banking divisions in Connecticut (Banknorth Connecticut);Maine (Peoples Heritage Bank); Massachusetts (Banknorth Massachusetts);New Hampshire (Bank of New Hampshire); New York (Evergreen Bank); andVermont (Banknorth Vermont). The Company and Banknorth, N.A. also operatesubsidiaries and divisions in insurance, money management, merchantservices, mortgage banking, government banking and other financialservices and offer investment products in association with PrimeVestFinancial Services, Inc. The Company’s website is at is external). This press release contains “forward-looking statements” within themeaning of the Private Securities Litigation Reform Act of 1995. Suchstatements include, but are not limited to, statements relating toanticipated financial and operating results, the companies’ plans,objectives, expectations and intentions and other statements includingwords such as “anticipate,” “believe,” “plan,” “estimate,” “expect,””intend,” “will,” “should,” “may,” “and other similar expression. Suchstatements are based upon the current beliefs and expectations of TD BankFinancial Group’s and Banknorth Group, Inc.’s management and involve anumber of significant risks and uncertainties. Actual results may differmaterially from the results anticipated in these forward-lookingstatements. The following factors, among others, could cause or contributeto such materially differences: change in general economic conditions; theperformance of financial markets and interest rates; the ability to obtaingovernmental approvals of the transaction on the proposed terms andschedule; the failure of Banknorth Group, Inc.’s shareholders to approvethe transaction; disruption from the transaction making it more difficultto maintain relationships with clients, employees or suppliers; increasedcompetition and its effect on pricing, spending, third-party relationshipsand revenues; the risk of new and changing regulation in the U.S. andCanada; acts of terrorism; and war or political instability. Additionalfactors that could cause TD Bank Financial Group’s and Banknorth Group,Inc.’s results to differ materially from those described in theforward-looking statements can be found in the 2003 Annual Report on Form40-F for TD Bank Financial Group and the 2003 Annual Report on Form 10-Kof Banknorth Group, Inc. filed with the Securities and Exchange Commissionand available at the Securities and Exchange Commission’s Internet site( is external) ). This communication is being made in respect of the proposed mergertransactions involving the acquisition by TD Bank Financial Group of 51%of the outstanding common stock of Banknorth Group, Inc. In connectionwith the proposed transactions, a combined registration statement on FormF-4 and S-4 containing a proxy statement/prospectus will be filed with theSecurities and Exchange Commission. Shareholders of Banknorth Group, Inc.are urged to read the proxy statement/prospectus regarding the proposedtransaction when it becomes available, because it will contain importantinformation. Shareholders will be able to obtain a free copy of the proxystatement/prospectus, as well as other filings containing informationabout TD Bank Financial Group and Banknorth Group, Inc., without charge,at the Securities and Exchange Commission’s Internet site( is external) ). Copies of the proxystatement/prospectus and the filings with the Securities and ExchangeCommission that will be incorporated by reference in the proxystatement/prospectus can also be obtained, without charge, by directing arequest to TD Bank Financial Group 66 Wellington Street West, Toronto, ONM5K 1A2,Attention: Investor Relations 416-982-5075 or to Banknorth Group, Inc.,Attention: Investor Relations 207-761-8517. TD Bank Financial Group, Banknorth Group, Inc. and their respectivedirectors and executive officers and other persons may be deemed to beparticipants in the solicitation of proxies in respect of the proposedtransaction. Information regarding TD Bank Financial Group’s directors andexecutive officers is available in its Annual Report on Form 40-F for theyear ended October 31, 2003, which was filed with the Securities andExchange Commission on December 15, 2003, and its notice of annual meetingand proxy circular for its 2004 annual meeting, which was filed with theSecurities and Exchange Commission on February 17, 2004, and informationregarding Banknorth Group, Inc.’s directors and executive officers isavailable in Banknorth’s proxy statement, which was filed with theSecurities and Exchange Commission on March 17, 2004. Other informationregarding the participants in the proxy solicitation and a description oftheir direct and indirect interests, by security holdings or otherwise,will be contained in the proxy statement/prospectus and other relevantmaterials to be filed with the Securities and Exchange Commission whenthey become available.last_img read more

Nicaraguan navy seizes 2 tons of cocaine

first_imgBy Dialogo March 06, 2012 MANAGUA, Nicaragua – Nicaragua’s navy seized more than two tons of cocaine in the country’s south Caribbean region on Mar. 5, authorities said. Naval chief Roger González said the operation took place early Mar. 4 in Punta del Águila, 35 nautical miles from the port city of Bluefields, 383 kilometers (238 miles) southeast of the capital, Managua. The narcotics were found abandoned on a vessel on Punta de Águila, a place considered a “high- risk” area, which is why naval officers decided not to continue their search for four crew members believed to have fled the scene, González said. “It’s likely that the vessel’s crew have some kind of connection to local groups, such as the Aragón Salablanca, several of whom were captured last week in the south Atlantic region,” González said. It is possible that the vessel’s crew were Colombian, he added, since the illicit cargo was found close to San Andrés Island, a Colombian territory. But González did not rule out the possibility that the crew “may be Honduran or Nicaraguan.” At the site, the navy found 95 sacks of the drug, each containing 25 packets of cocaine, totaling more than two tons, he said. [Xinhua, 05/03/2012; (Nicaragua), 06/03/2012]last_img read more

Liability insurance plan debated Board withholds endorsement

first_img April 15, 2001 Gary Blankenship Senior Editor Regular News Liability insurance plan debated Board withholds endorsement Liability insurance plan debated Board withholds endorsement Senior Editor A proposal to endorse a new liability insurance provider has been rejected by the Board of Governors after they were told it could eventually harm the statewide market. The Member Benefits Committee recommended to the board at its recent meeting in Melbourne that it endorse a malpractice insurance program marketed by Seabury & Smith and underwritten by Chicago Insurance Co. But by an overwhelming vote, the board appeared to agree with former Bar President Ray Ferrero that such an action would undermine rate stability brought by Florida Lawyers Mutual Insurance Co., which was founded by the Bar more than a decade ago. Even though it has not been formally endorsed by the Bar, Ferrero said it is listed as a member benefit and was created by the Bar. Bruce Glassman, of the Member Benefits Committee, said a subcommittee that he chaired reviewed proposals from several companies before settling on one offered by Seabury & Smith and Chicago Insurance Co. The criteria used, he said, was to find a solid, highly-rated company offering the best combination of rates, coverages and incentives. “We’re here to present what is perceived as a major, major benefit to members of the Bar,” Glassman said. Incentives include coverage for part-time lawyers, up to $10,000 paid for loss of income caused by a liability case that goes to court, provision of low-cost CLE for Bar members, and a continued coverage for lawyers who retire, become disabled or die. In addition, the Bar would be paid a two percent fee that would yield $100,000 if the company, as expected, writes $5 million of insurance by its third year, Glassman said. He also noted that Seabury & Smith and Chicago Insurance have set up similar programs in five other states, including California, and they have not pulled out of any of those states. But Ferrero, who spearheaded the creation of FLMIC when he was president in 1988-89 and still chairs the FLMIC board, said the Bar endorsing a different carrier could eventually lead to destabilization of the lawyer liability insurance market and higher rates. He recalled that in the early to mid-1980s several insurance companies first offered cut rate premiums to attract business and then rapidly raised rates, with several carriers leaving the state. At one point, there were three rate increases in one year, including one where rates doubled and another where rates rose 40 percent, Ferrero said. FLMIC has brought stability to the market and helped hold down rates, even for lawyers to buy policies from other companies, he said. And the company is controlled and run by Florida lawyers, Ferrero said, adding that accepting the committee’s recommendation would give more control of the Florida legal insurance market to out-of-state corporations. It would be also unfair to lawyers who have invested in or purchased policies from FLMIC, he said. “I’m here to tell you and our board is here to tell you the endorsement will be misleading and confusing to the lawyers of this state and will be detrimental to the lawyers who invested in FLMIC,” Ferrero said. “The lasting legacy of this generation of lawyers to future generations is the formation of a liability company by lawyers for lawyers.” Board member Arthur Rice asked Ferrero why FLMIC couldn’t offer policies at rates competitive to Seabury & Smith and Chicago Insurance. Ferrero, who noted that FLMIC has many incentives similar to the new proposal, said rate wars won’t necessarily help the long-term market. “We’re not going to chase rates, we’re concerned with actuarial soundness,” he said. “That’s what happened in the 1980s, there was a spiral down [of rates] and a quicker spiral up.” Noting that accepting the Member Benefits Committee’s recommendation would mean the first Bar endorsement of a liability carrier, board member David Bianchi said, “I think it would be a horrible mistake for us to do this. I was on the board [as YLD president and president-elect] when this was done [FLMIC created].. . . I think everyone needs to remember we cannot judge what we need to do based on a snapshot in time. We would be biting the hand that feeds us to endorse a commercial carrier when we’ve got a Bar-created company.” Board member Henry Latimer agreed. “The Bar has never officially endorsed a malpractice carrier and I would urge that it not do so,” he said. The board rejected the committee’s recommendation overwhelmingly by a voice vote.last_img read more