- Complements TD Asset Management's existing capabilities
- Immediately and significantly advances organic growth strategy
for TD's North American Wealth business
TORONTO, Dec. 6, 2012 /PRNewswire/ - TD (TD) (TSX and
NYSE: TD) and Epoch Holding Corporation (NASDAQ: EPHC) including
its subsidiary Epoch Investment Partners, Inc. today announced that
they have signed a definitive agreement under which Epoch will be
acquired by TD Bank Group for approximately US$668 million, in an all-cash transaction. Epoch
Holding Corporation shareholders will receive US$28.00 in cash per share, representing a
premium of approximately 28 per cent to Epoch's closing price on
December 5, 2012.
"We've been looking for an opportunity to acquire a U.S. asset
manager to build our North American Wealth business, which is a key
growth area for TD," said Mike
Pedersen, Group Head, Wealth Management, Insurance and
Corporate Shared Services, TD. "This acquisition makes strategic
sense for TD. It will broaden our offer for institutional and
retail clients in Canada and will
immediately and significantly strengthen our U.S. Wealth
business."
Epoch is a highly successful asset management firm with an
excellent record of investment performance and an extremely strong
and experienced management team. Epoch's investment strategies have
exceeded their performance benchmarks over the past five years and
their thought leadership in the investment community is well
recognized. Founded in 2004 and headquartered in New York City, Epoch has 65 employees. Their
asset management team has an average of over 20 years of investment
management experience.
"The combination of our two firms, which share compatible
cultures and complementary investment disciplines, will help us
better serve clients on both sides of the border. Epoch will enable
TD Asset Management to substantially broaden our expertise in U.S.
and global equities," said Brian
Murdock, Chairman & CEO, TD Asset Management. "This
transaction represents an excellent opportunity for both Epoch and
TD Asset Management to build on our respective strengths to solve
client needs."
"Epoch is pleased to be joining forces with TD, whose financial
strength will enhance our competitive advantage as we continue to
deepen and expand our capabilities," said William W. Priest, CEO, Epoch Investment
Partners, Inc. "We are confident that this transaction will
strengthen Epoch's existing franchise and further support our
client focused efforts. Our investment management philosophy aligns
with TD's long-term strategy. This transaction allows us to combine
Epoch's U.S. and global equities expertise with TD's client-centric
approach."
Epoch Holding Corporation's Board of Directors has unanimously
recommended this transaction to their shareholders for approval.
Members of Epoch Holding Corporation's management team and Board of
Directors, who currently hold approximately 28 per cent of the
company's outstanding shares, have demonstrated their support for
the transaction by agreeing to vote such shares in favor of the
transaction.
With this transaction, TD expects to add approximately
US$24 billion in assets under
management at closing to the US$207
billion already under management by TD Asset Management.
Following the completion of the transaction, Epoch will continue to
operate and serve clients under its current brand name and
operating structure.
Additional details of the transaction
Subject to the approval of Epoch Holding Corporation's
stockholders, receipt of regulatory approvals and satisfaction of
other customary closing conditions for a transaction of this type,
this transaction is expected to close in the first half of 2013.
The acquisition is expected to have minimal impact on TD's earnings
in fiscal 2013 and to be accretive in fiscal 2014. At
closing, TD's Basel III Common Equity Tier 1 ratio is expected to
decrease by approximately 24 basis points on a pro forma basis
as at TD's last quarter ending October 31,
2012 as a result of the transaction.
Investor information:
TD will briefly discuss this transaction during its fourth
quarter results call which will be audio webcast live at
www.td.com/investor/ at 3:00 p.m. ET
today. The presentation material referenced during the call
will be available on the website at
www.td.com/investor/calendar_arch.jsp. A listen-only telephone line
will be available at 416-644-3415 or 1-877-974-0445 (toll
free).
About TD
The Toronto-Dominion Bank and its subsidiaries are collectively
known as TD Bank Group (TD). TD is the sixth largest bank in
North America by branches and
serves approximately 22 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 and TD Auto Finance Canada; Wealth and Insurance,
including TD Waterhouse, an investment in TD Ameritrade, and TD
Insurance; U.S. Personal and Commercial Banking, including TD Bank,
America's Most Convenient Bank, and TD Auto Finance U.S.; and
Wholesale Banking, including TD Securities. TD also ranks among the
world's leading online financial services firms, with more than 8.5
million online customers. TD had CDN$811
billion in assets on October
31, 2012.The Toronto-Dominion Bank trades under the symbol
"TD" on the Toronto and New York
Stock Exchanges.
About Epoch
Epoch Holding Corporation conducts its operations through Epoch
Investment Partners, Inc., a wholly owned subsidiary and a
registered investment adviser under the Investment Advisers Act of
1940, as amended. Investment management and investment advisory
services are the Company's sole line of business. Headquartered in
New York, the Company's investment
strategies include U.S. Equity (All Cap, Large Cap, SMID Cap and
Small Cap Value; Choice and Shareholder Yield), Global Equity
(Shareholder Yield, Choice, Absolute Return and Small Cap) and
International Small Cap.
For more information about Epoch contact Adam Borak at Epoch Investment Partners, Inc.
212-400-4708, aborak@eipny.com or visit Epoch's website at
www.eipny.com.
Caution Regarding Forward Looking Information, and Other
Matters
From time to time, TD makes written and/or oral forward-looking
statements, including in this press release, in other filings with
Canadian regulators or the U.S. Securities and Exchange Commission,
and in other communications. In addition, representatives of TD may
make forward-looking statements orally to analysts, investors, the
media and others. All such statements are made pursuant to the
"safe harbour" provisions of, and are intended to be
forward-looking statements under, applicable Canadian and U.S.
securities legislation, including the U.S. Private Securities
Litigation Reform Act of 1995. Forward- looking statements include,
but are not limited to, statements regarding TD's objectives and
priorities for 2013 and beyond and strategies to achieve them, and
TD's anticipated financial performance. Forward-looking statements
are typically identified by words such as "will", "should",
"believe", "expect", "anticipate", "intend", "estimate", "plan",
"may", and "could".
By their very nature, these statements require TD to make
assumptions and are subject to inherent risks and uncertainties,
general and specific. Especially in light of the uncertainty
related to the financial, economic, political and regulatory
environments, such risks and uncertainties - many of which are
beyond TD's control and the effects of which can be difficult to
predict - may cause actual results to differ materially from the
expectations expressed in the forward-looking statements. Risk
factors that could cause such differences include: credit, market
(including equity, commodity, foreign exchange, and interest rate),
liquidity, operational (including technology), reputational,
insurance, strategic, regulatory, legal, environmental, capital
adequacy and other risks, all of which are discussed in TD's 2012
Management's Discussion and Analysis ("MD&A").
With regard to TD's proposed acquisition of Epoch, there can be
no assurance that TD will realize the anticipated benefits or
results of the acquisition due to a variety of factors, including:
inability to complete the acquisition in the timeframe anticipated,
obtain client or regulatory approvals of the transaction, obtain
approval of the transaction by Epoch Holding Corporation
stockholders, or satisfy other closing conditions to the
transaction on the proposed terms and timeframe; difficulties or
delays in integrating Epoch or higher than anticipated integration
costs; lower than anticipated assets under management, inability to
maintain significant advisory relationships, lower than anticipated
margins, and lower than anticipated new client account
origination.
We caution that the preceding list is not exhaustive of all
possible risk factors and other factors could also adversely affect
TD's results. For additional information, please see the "Risk
Factors and Management" section of the 2012 MD&A. TD's
material general economic assumptions are set out in TD's 2012
MD&A under the heading "Economic Summary and Outlook" and for
each of the business segments under the heading "Business Outlook
and Focus for 2013".
All such factors should be considered carefully, as well as
other uncertainties and potential events, and the inherent
uncertainty of forward-looking statements, when making decisions
with respect to TD and we caution readers not to place undue
reliance on TD's forward-looking statements.
Any forward-looking statements contained in this press release
represent the views of management only as of the date hereof and
are presented for the purpose of assisting TD's shareholders and
analysts in understanding TD's financial position, objectives and
priorities and anticipated financial performance as at and for the
periods ended on the dates presented, and may not be appropriate
for other purposes. TD does not undertake to update any
forward-looking statements, whether written or oral, that may be
made from time to time by or on its behalf, except as required
under applicable securities legislation.
SOURCE TD Bank Group