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

Amba Etta-Tawo earns 1st-team All-ACC honors from ACSMA; 3 Syracuse players named to 3rd team

first_imgSyracuse receiver Amba Etta-Tawo was named to the first team All-Atlantic Coast Conference team, the Atlantic Coast Sports Media Association announced Monday. Linebacker Zaire Franklin, specialist Brisly Estime and punter Sterling Hofrichter earned third team honors while wide receiver Ervin Philips and linebacker Parris Bennett were honorable mentions.Etta-Tawo, a graduate transfer from Maryland, had a record-setting year in his first and only with the Orange under Dino Babers’ new offense. He finished the year with 94 receptions (first in program history) for 1,482 yards (first in program history) and 14 touchdowns (tied for first in program history). Etta-Tawo currently ranks second in yards in the NCAA. His receptions and yards totals are both tops for Power 5 receivers currently. Honorable mention ?— Ervin Philips (@Ambition1_) November 28, 2016 AdvertisementThis is placeholder textFranklin finished the year with 101 tackles (second on the team) and 10 tackles for a loss (best on the team). Estime’s average of 17.7 yards per punt return is the best in the country. Though he never returned one for a score, he did have a long of 74 yards. Hofrichter’s 42.7 yards per punt are fourth-best in the conference and his 77 punts are fourth-most in the nation. He hit 23 kicks more than 50 yards and 24 pinned inside the 20.Philips missed the third team by one point. He is third in the conference with 7.5 receptions per game and sixth with 68.5 receiving yards per game. Philips and Etta-Tawo became the first pair of teammates in ACC history to finish with 90 catches in a season. Bennett led the Orange with 110 tackles and three forced fumbles. He ranks third in the ACC in tackles per game (9.2). Commentscenter_img Published on November 28, 2016 at 3:38 pm Contact Jon: jrmettus@syr.edu | @jmettus Facebook Twitter Google+last_img read more

Coca-Cola Company Executive Consoles Liberians

first_imgThe Executive Vice President and Chief Administrative Officer of the global multinational corporation, Coca-Cola Company, Alexander B.  Cummings, Jr., has assured Liberians that the Liberia Coca-Cola Bottling Company (LCCBC) will continue to invest in Liberia and remain operational during this difficult times owing to the outbreak of the Ebola pandemic in the country.Mr. Cummings, who flew into Monrovia last Friday on a private jet,  gave the assurance at a press conference held at the LCCBC production plant in Paynesville shortly after his arrival.“We felt it is important to visit Liberia during this difficult period to show support and solidarity”, said Mr. Cummings, who headed a high powered seven-man  Coca-Cola delegation.The Liberian-born  Coca-Cola top executive  said “as a Liberian and  relatively successful, if we expect others to help us, we must take the lead.  That is why we are here, to say CoCa-Cola shares the concern of Liberia and other countries hit by the Ebola Virus Disease”.Cummings who has work for Coca-Cola Company in many capacities since 1997, said though Coca-Cola business in Liberia is down by 60%, due to the Ebola crisis, the company is still keeping its workforce intact and is not scaling down or laying-off any of its staff members.Mr. Cummings announced further  Coca-Cola’s plan to open a second production line worth about US$5 million dollars for the production of different kinds of assorted fruit juices and bottled  water in Liberia.Moreover, Mr. Cummings said that as part of its social corporate responsibilities, the LCCBC is constructing a modern science and technology school at the cost of US$1.2 million in the Duport Road community.“We want to assure the Liberian government and people that Coca-Cola will remain operational in Liberia and will do everything possible to help the country during this difficult period,” told the press conference. Other members of the Coca-Cola delegation to Liberia  included: Alfonso Bosch, Chief Executive Officer, Equatorial Coca-Cola Bottling Company (ECCBC), Sierra Leone; Curt Ferguson, President, Coca-Cola Middle East and North Africa; Alfonso L. Daurella, Chairman ECCBC, Sergio Codonyer, Public Affairs and Communication Director (ECCBC) and Geert Bross, General Manager North Africa Region.The Coca-Cola Executive Vice President also asserted that LCCBC is playing very important role in the fight against Ebola scourge. “We will continue to help in the fight against Ebola until it is finally  kicked  out of Liberia and West Africa”, he said.Filling the Daily Observer in on LCCBC’s  donation to the fight against the Ebola malady in Liberia,  Victor Bostor George, Public Affairs and Communication Manager at the LCCBC   said, 300 Ebola kits and 160 empty gallons were given to household in the immediate environment of the company.Additionally, George said, 1,900 cases of water bottles were given to Ebola Treatment Units, US$2,000 was given to the Ebola Trust Fund, 30 thermometers to the Ebola Task Force along with US$48,000 worth of anti-ebola materials.George disclosed that two 40-foot containers containing more than US$200,000 worth of anti-ebola materials  are expected in the country to be donated towards the fight against Ebola.Established in 1949, the company was known as the United States Trading Company (USTC) but changed name in 2005 to the Liberia Coca-Cola Bottling Company (LCCBC). About 190 Liberians are in the employ of the LCCBC.Share this:Click to share on Twitter (Opens in new window)Click to share on Facebook (Opens in new window)last_img read more