TD Securities, the wholesale banking arm of TD Bank Financial Group, today announced that it will be undertaking a strategic restructuring that will lower expenses and better position the firm for long-term growth.

As a result, TD Securities will be reducing its workforce by approximately 7% or 200 positions around the globe, and TD Bank will record a one-time restructuring charge of approximately $160 million in the fourth quarter of fiscal 2001.

“This decision did not come easily, but we believe that keeping our expenses in line with revenues will allow us to continue to provide strong results going forward,” said Donald A. Wright, chairman and CEO of TD Securities.

“Capital market conditions have remained challenging over the past several quarters, and this cost cutting initiative will make TD Securities a more streamlined and efficient organization.”

“The majority of the workforce reductions will be occurring over the next 30 days and we are committed to ensuring that employees affected by this restructuring will be treated with dignity and fairness,” added Wright.

In a separate and unrelated announcement, TD Bank said it will be issuing a cash tender offer for TD Waterhouse Group, Inc. as well as a common equity offering in Canada of $350 million.

The “going private” transaction would see TD acquire the approximately 12% of TD Waterhouse common shares it does not already own.

TD Bank is offering to acquire the balance of TD Waterhouse Group’s stock at US$9 per in cash, representing a 45% premium over yesterday’s closing price of US$6.20.

The offer is conditioned upon the acquisition of sufficient shares such that TD Bank will own at least 90% of the outstanding TD Waterhouse Group common stock.

TD Bank intends to fund the tender offer, in part, through a common equity offering in Canada of$350 million, led by TD Securities. The shares will be issued at a price of $36.50 per share. The tender offer for TD Waterhouse is not conditioned on completion of the common equity offering.

TD Bank noted that the operating business environment has changed considerably since the initial public offering of TD Waterhouse Group in 1999. Increasingly, the integration of financial services — in brokerage and banking — is what customers are looking for.

TD Bank expects that having TD Waterhouse as a wholly owned subsidiary will both maximize simplicity in TD Bank’s and TD Waterhouse’s operations and provide the operating flexibility to enable TD Bank to meet customer needs.

Based on analysts’ estimates of TD Waterhouse’s projected earnings for fiscal 2002, this tender offer is expected to be approximately 1% dilutive to TD Bank’s 2002 earnings.

TD says will be business as usual for TD Waterhouse’s customers around the world as a result of this transaction. They will see no changes to their day- to-day interactions with TD Waterhouse as a result of this tender offer.

No impact on TD Waterhouse Group employment levels is expected as a result of this tender offer.