TORONTO, Dec. 5, 2013 /CNW/ - TD Bank Group (NYSE and TSX: TD) ("TD")
today announced that it has entered into a further amendment to its
existing Stockholders Agreement with TD Ameritrade Holding Corporation
(NYSE: AMTD) ("TD Ameritrade"). The amendment extends the termination
date of the Stockholders Agreement by five years, to January 24, 2021.
The Ricketts family's participation as a party to the Stockholders
Agreement will end at the original termination date of January 24,
2016. Under the terms of the newly-amended Stockholders Agreement, TD's
voting power limit will remain 45 percent.
In addition, in connection with the amendment, TD advised TD Ameritrade
that, subject to market conditions, it plans to sell approximately 5.5
million of the TD Ameritrade shares it currently holds.
"We're pleased to extend this agreement and confirm our commitment to
TD's investment in TD Ameritrade," said Ed Clark, Group President &
CEO, TD Bank Group. "We look forward to continuing our mutually
beneficial relationship."
A copy of the amendment to the Stockholders Agreement will be included
in TD's Schedule 13D/A to be filed with the U.S. Securities and
Exchange Commission and available at www.sec.gov.
About TD Bank Group
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 over 22 million customers in four key businesses
operating in a number of locations in financial centres around the
globe: Canadian Personal and Commercial Banking, including TD Canada
Trust and TD Auto Finance Canada; Wealth and Insurance, including TD
Wealth, TD Direct Investing, 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 approximately 8 million
active online and mobile customers. TD had $862.5 billion in assets on
October 31, 2013.The Toronto-Dominion Bank trades under the symbol "TD"
on the Toronto and New York Stock Exchanges.
Caution Regarding Forward-Looking Statements
From time to time, the Bank makes written and/or oral forward-looking
statements, including in this document, in other filings with Canadian
regulators or the U.S. Securities and Exchange Commission, and in other
communications. In addition, representatives of the Bank 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 made in this
document, the Bank's 2013 MD&A under the headings "Economic Summary and
Outlook", for each business segment "Business Outlook and Focus for
2014" and in other statements regarding the Bank's objectives and
priorities for 2014 and beyond and strategies to achieve them, and the
Bank'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 forward-looking statements require the Bank
to make assumptions and are subject to inherent risks and
uncertainties, general and specific. Especially in light of the
uncertainty related to the physical, financial, economic, political,
and regulatory environments, such risks and uncertainties - many of
which are beyond the Bank'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. Examples of such risk factors include the general business
and economic conditions in the regions in which the Bank operates;
disruptions in or attacks (including cyber attacks) on the Bank's
information technology, internet, network access or other voice or data
communications systems or services; the evolution of various types of
fraud to which the Bank is exposed; the failure of third parties to
comply with their obligations to the Bank or its affiliates relating to
the care and control of information; the impact of recent legislative
and regulatory developments; the overall difficult litigation
environment, including in the United States; changes to the Bank's
credit ratings; changes in currency and interest rates; increased
funding costs for credit due to market illiquidity and competition for
funding; and the occurrence of natural and unnatural catastrophic
events and claims resulting from such events. We caution that the
preceding list is not exhaustive of all possible risk factors and other
factors could also adversely affect the Bank's results. For more
detailed information, please see the "Risk Factors and Management"
section of the 2013 MD&A, as may be updated in subsequently filed
quarterly reports to shareholders and news releases (as applicable)
related to any transactions discussed under the heading "Significant
Events" in the relevant MD&A, which applicable releases may be found on
www.td.com. 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
the Bank and we caution readers not to place undue reliance on the
Bank's forward-looking statements.
Material economic assumptions underlying the forward-looking statements
contained in this document are set out in the 2013 MD&A under the
headings "Economic Summary and Outlook", and for each business segment,
"Business Outlook and Focus for 2014", each as updated in subsequently
filed quarterly reports to shareholders.
Any forward-looking statements contained in this document represent the
views of management only as of the date hereof and are presented for
the purpose of assisting the Bank's shareholders and analysts in
understanding the Bank'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.
The Bank 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.
This press release is not an offer to sell, nor a solicitation of an
offer to buy, TD Ameritrade shares in the United States or in any other
jurisdiction in which the offer, solicitation or sale would be
unlawful.
SOURCE TD Bank Group
