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 www.td.com/investor(link is external) aswell as the investor relations section of Banknorth’s website atwww.banknorth.com(link 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 www.td.com(link 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 www.banknorth.com(link 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 www.banknorth.com(link 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(http://www.sec.gov(link 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(http://www.sec.gov(link 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

Players react to semi final loss as Acheson confirms Dubai move

first_imgThe Moyle Rovers clubman confirmed after yesterdays All Ireland semi-final defeat to Mayo that he’s leaving the country.The Connaught side were 2-13 to 0-14 point winners in Croke Park and will meet either Kerry or Dublin in the final.After the game Peter Acheson confirmed he’s moving to Dubai. He’s postponed his plans in recent seasons due to commitments with the Tipperary team but says he won’t be convinced to stay a third time.Tipp’s cause wasn’t helped yesterday by the black and red cards given to Robbie Kiely and Bill Maher respectively by referee David Coldrick.Tipp manager Liam Kearns says the 10 minute period before half-time was the key passage of the match.Despite the loss Ballyporeen’s Conor Sweeney says Tipp performed very well for long spells of the game.last_img read more

MLB players counter owners’ offer with proposed 70-game schedule

first_imgMajor League Baseball players countered the owners proposal of a 60-game schedule with their own 70-game schedule on Thursday, as the two sides continued battling over a deal to begin a shortened season.The players’ counter was not received well by at least some on the owners’ side who believed they had an agreement at 60 games.The sides have apparently agreed that the players will be played their full pro-rated salaries and both sides’ proposals included expanded playoffs, creating extra revenue.“We believe this offer represents the basis for an agreement on resumption of play,” union head Tony Clark said in a statement after offering 70 games. Now, they must settle on the length of the schedule, which obviously has financial implications if the players are to be paid on a per-game basis.The difference in total player salaries between 60 and 70 games is about $250 million, or about $8.3 million per team.Owners proposed a 10-week season starting July 19 and ending Sept. 27. The players proposed adding three days at the end to accommodate the extra games.The owners also proposed adding the designated hitter to the National League in 2020 and 2021, a change likely to be embraced by the players because it creates more high-paying jobs and allows older players to remain in the game longer.“We’re at the same place,” Commissioner Rob Manfred told reporters. “We want to reach an agreement… We’re doing everything necessary to find a way to play, hopefully by agreement.” Negotiations had apparently hit a stalemate Monday, when Manfred said he was losing confidence there could be an agreement with the players. On Tuesday, Manfred and Clark met face-to-face in Phoenix for a meeting that established what Manfred later said was the “framework” of a deal.Although some on the ownership side reportedly believed the players had agreed to the 60-game plan, Clark on Thursday afternoon released a statement indicating that there was never any agreement.“In my discussions with Rob in Arizona we explored a potential pro rata framework, but I made clear repeatedly in that meeting and after it that there were a number of significant issues with what he proposed, in particular the number of games,” Clark wrote. “It is unequivocally false to suggest that any tentative agreement or other agreement was reached in that meeting. In fact, in conversations within the last 24 hours, Rob invited a counterproposal for more games that he would take back to the owners. We submitted that counterproposal today.”Manfred then responded, telling reporters: “I don’t know what Tony and I were doing there for several hours going back and forth and making trades if we weren’t reaching an agreement.”center_img Newsroom GuidelinesNews TipsContact UsReport an Errorlast_img read more