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

Enel executive: Market forces speeding up transition away from coal worldwide

first_img FacebookTwitterLinkedInEmailPrint分享Bloomberg:Commodity markets are stripping away the case for coal in Europe, moving quicker than government efforts to close the most polluting power plants.A plunge in natural gas prices along with an increase in the cost of releasing carbon dioxide emissions shifted the profitability of generating electricity away from burning coal, according to data compiled by BloombergNEF. The trend is evident in Italy, Spain, Germany and the U.K., each of which have cut the proportion of coal in their power mixes this year.Shifting economics in the power business are complementing the efforts of the European Union to slash greenhouse gases and make good on commitments in the Paris Agreement on climate change. It’s made utilities from RWE AG in Germany and Italy’s Enel SpA change their calculations about the pace the region will be able to reduce carbon pollution.“It’s a magical alignment that’s igniting and accelerating a transition that, without the economics, would be much harder,” said Antonello Cammisecra, who is in charge of Enel’s gas, coal, oil and green power generation worldwide. “We have an alignment of economics, of saying switch to gas and most importantly switch to renewables because it’s cheaper, safer and easier.”The shift in Europe is part of a global trend. Abundant supplies of cheap gas are cutting in on coal’s market share in the U.S., where plants burning the dirtiest fossil fuel closed at near record rates last year. New export terminals are exporting cheap American gas worldwide, prompting countries across Asia, especially China and Pakistan, to buy LNG as an alternative to coal for power generation.“The exit from coal is finally driven by the market,” said Claudia Kemfert, a professor of energy economics at the DIW research institute in Berlin. “The repair of emissions trading has worked.”More: Coal’s demise quickens in Europe as market shift idles plants Enel executive: Market forces speeding up transition away from coal worldwidelast_img read more

Luxury Gold Coast penthouse sells for $4.45 million

first_imgEntertaining guests would be a breeze with this bar.The Bulletin reported the sale earlier this month but marketing agent Duncan Longmore, of Kollosche, would only say it sold for less than its asking price of $5.25 million.Despite selling for almost $1 million less than its asking price, the sale eclipses the figure its neighbour fetched almost two years ago.More from news02:37International architect Desmond Brooks selling luxury beach villa12 hours ago02:37Gold Coast property: Sovereign Islands mega mansion hits market with $16m price tag2 days agoMORE NEWS: Biggest apartment sales in QLD MORE NEWS: Champion hurdler Sally Pearson sells Queensland home It’s all class inside. One of the penthouses topping the Rivage Royale building has sold for $4.45 million.THE multimillion-dollar sale price of a luxury penthouse topping Southport’s Rivage Royale tower has been revealed weeks after it sold.Realestate.com.au now shows the tri-level skyhome, known as the northern penthouse, changed hands for $4.45 million. The southern penthouse, which was once owned by former fugitive businessman Lux Daswani, changed hands for $3.795 million almost two years ago.A local buyer bought that residence, which hit the market in November 2015, from brother and sister Peter Kyriakou and Athena Jordan.The siblings inherited the property from their father Paul Kyriakou, who bought the tri-level Rivage Royale home from receivers in 2001 for $1.42 million. center_img Video Player is loading.Play VideoPlayNext playlist itemMuteCurrent Time 0:00/Duration 1:46Loaded: 0%Stream Type LIVESeek to live, currently playing liveLIVERemaining Time -1:46 Playback Rate1xChaptersChaptersDescriptionsdescriptions off, selectedCaptionscaptions settings, opens captions settings dialogcaptions off, selectedQuality Levels720p720pHD432p432p216p216p180p180pAutoA, selectedAudio Tracken (Main), selectedFullscreenThis is a modal window.Beginning of dialog window. Escape will cancel and close the window.TextColorWhiteBlackRedGreenBlueYellowMagentaCyanTransparencyOpaqueSemi-TransparentBackgroundColorBlackWhiteRedGreenBlueYellowMagentaCyanTransparencyOpaqueSemi-TransparentTransparentWindowColorBlackWhiteRedGreenBlueYellowMagentaCyanTransparencyTransparentSemi-TransparentOpaqueFont Size50%75%100%125%150%175%200%300%400%Text Edge StyleNoneRaisedDepressedUniformDropshadowFont FamilyProportional Sans-SerifMonospace Sans-SerifProportional SerifMonospace SerifCasualScriptSmall CapsReset restore all settings to the default valuesDoneClose Modal DialogEnd of dialog window.This is a modal window. This modal can be closed by pressing the Escape key or activating the close button.Close Modal DialogThis is a modal window. This modal can be closed by pressing the Escape key or activating the close button.PlayMuteCurrent Time 0:00/Duration 0:00Loaded: 0%Stream Type LIVESeek to live, currently playing liveLIVERemaining Time -0:00 Playback Rate1xFullscreenChoosing an apartment to invest in01:47 Not a bad spot to entertain.Receivers and mortgagees moved in on Mr Daswani’s assets after he fled Australia in 2000.Mr Longmore told the Bulletin earlier this month the penthouses’ floorplans were mirror images but their styles were completely different.“(They are) the same size — about 850sq m with their own pools,” he said.“The (southern) one needed a renovation whereas this one had had a beautiful renovation 10 years ago.”A local buyer also bought the northern penthouse, which had been on the market about a year before it was snapped up. The view stretches as far as the eye can see.last_img read more

GPL Review: Kotoko return to winning ways, All Stars win, Hearts pick point in Techiman

first_imgWeek 7 of the league saw 13 goals, 4 home wins, 1 away win and 2 draws.Samuel Tetteh and Latif Blessing lead the scorer’s chart with five goals.Asante Kotoko began without David Duncan on a good note after defeating Liberty Professionals 3-1.The Porcupines however did not have it easy as they had to fight from a goal down in the opening minutes.Latif Blessing scored within five minutes to increase pressure on the Porcupines but they responded in confident fashion by scoring three goals. Eric Donkor’s brilliant cross found Maxwell Mensah’s head who unfortunately turned the ball into the back of the net for Kotoko’s equaliser. Dauda Mohammed capitalized on a defensive blunder to give Kotoko the lead in the first department of the game to score the 100th goal of the season.Liberty lost a man as Daniel Kodie was sent off a few minutes to half time. Amos Frimpong sealed all three points from the spot after Dauda Mohammed was fouled in the box.WAFA’s hundred percent home record was shattered after a late Prince Antwi strike earned New Edubiase a share of the spoils at Sogakope.Ghana international Samuel Tetteh opened the scoring for the Academy Boys from the spot in the first-half  after Charles Boateng was fouled inside the box but Edubiase staged a strong second-half performance and snatched a point through midfielder Prince Antwi who took his chance to force a shot home midway through the second-half. The goal was Edubiase’s first point and goal away from home this season. Berekum Chelsea earned the bragging rights of Brong Ahafo after nicking a narrow 1-0 win over Aduana Stars at the Golden City Park. Striker Awisome Fumador struck the only goal of the game midway through the second-half to claim victory for Solomon Odwo’s side. The defeat is the first under Romania Aristica Cioaba who had led the Dormaa side to pick up seven points from the available nine. The game was not short of drama as both keepers of Aduana; Stephen Adams and Celistine Damptey got injured forcing defender Wahab Adams to deputize in goal. Chelsea maintain their unbeaten record at home in the 2016 league season.Wa All Stars stayed top of the league after 1-0 victory visiting Ebusua Dwarfs at the Wa Park. Kofi Yeboah scored the only game with a ferocious strike ten minutes into the second half.  Dwarfs dominated the game in the opening department of the game and were unlucky to take over. The Cape Coast side however sat back as time went on inviting pressure from their hosts. It took a classy effort from Yeboah to separate both sides as Dwarfs lose yet again away. Hearts of Oak produced a strong defensive display to pick up a point against Techiman City at Techiman. The Techiman side had the better of the game and created  more chances but a combination of woeful finishing and good defending ended the game in a stalemate. Exciting playmaker Baba Mahama was a thorn in the flesh of the Phobians as he constantly drew rings around the Hearts defence but the only thing lacking in his play was the end product.He should have opened the scoring minutes before halftime but his effort was very feeble as he allowed goalkeeper Soulama Abdoulaye to gather the ball. Foovi Aguidi, who was brought on at halftime to replace Samuel Yeboah, had a  good chance to give the Phobians the lead but surprisingly missed to the dismay of the fans. There were few chances between both sides after leaving the game to end in a stalemate. Inter Allies trounced Bechem United 4-0 at the Tema Park in the Ghana Premier League on Sunday. Isaac Twum opened the scoring for Allies in the 32nd minute following an eye-catching work-move from Herbert Addo’s side. Kotoko Prince Baffoe cushioned the lead for Allies in the 50th minute from the spot after Ropapa Mensah was fouled in the box. Gockel Ahortor added the third goal for Herbert Addo’s side. Before Ropapa Mensah sealed the day with the fourth game of the game.Dreams FC shocked champions Ashantigold at the Len Clay stadium with a 1-0 victory over the champions. An expertly converted free kick from Emmanuel Hayford sealed all three points for Akonnour’s side who dominated both halves of the game. The game was not short of drama as it produced cards and penalty misses. Shafiu Mumuni failed to equalize for the Miners when his strike from the spot was saved by Mozart Adjetey. Former Ghana U20 star Daniel Addo was sent off in the 70th minute after a second caution to compound the misery of the Miners.It’s a second away victory for Dreams FC who climb to third on the league log.The table –Follow Kweku on Twitter: @nana_odum. Get more updates on Facebook/Twitter with the #JoySports hashtaglast_img read more