Ameritrade shareholders OK TD Waterhouse deal

TD pleased with positive vote result

By: IE Staff
January 5, 2006 January 5, 2006
10:20

Online brokerage Ameritrade Holding Corp. says its shareholders voted to approve its planned acquisition of TD Waterhouse Group Inc.

The Omaha, Nebraska-based Ameritrade in June agreed to buy rival TD Waterhouse for $3.34 billion (US$2.9 billion) in stock.

TD Bank says its pleased with the results of the Ameritrade shareholder vote held yesterday, in which shareholders approved the proposals necessary to complete the acquisition of TD Waterhouse USA by Ameritrade Holding Corp. to create TD Ameritrade.

In connection with the transaction, TD Waterhouse Canada will also acquire Ameritrade’s Canadian brokerage operations. The deal is expected to close on January 24.

“We are pleased that Ameritrade shareholders strongly supported the proposed transaction. The new TD Ameritrade will be a powerful industry leader whose expertise will deliver an even stronger client-focused offer,” said Ed Clark, President and CEO, TD Bank, in a release. “For TD shareholders, this is an excellent complement to TD’s U.S. personal and commercial banking operations of TD Banknorth and extends our opportunities for further growth in the U.S.,” he added.

Under the terms of the shareholders agreement for this transaction, following completion of the transaction TD is required to tender for approximately 7.9% of the outstanding Ameritrade shares at a price of at least US$16 per share which, if successful, would bring TD’s ownership of the new TD Ameritrade to 39.9%, the maximum currently allowable under the terms of the deal.

Under the terms of the transaction, TDwill be represented by five directors on the new 12 member TD Ameritrade board of directors, which allows TD to actively contribute to TD Ameritrade’s strategic direction as it grows and strengthens the TD brand in the U.S.

The five directors will be: