공고 • Oct 03
The Charles Schwab Corporation (NYSE:SCHW) entered into definitive agreement to acquire TD Ameritrade Holding Corporation (NasdaqGS:AMTD) from The Toronto-Dominion Bank (TSX:TD) and others for $28.4 billion.
The Charles Schwab Corporation (NYSE:SCHW) entered into definitive agreement to acquire TD Ameritrade Holding Corporation (NasdaqGS:AMTD) from The Toronto-Dominion Bank (TSX:TD) and others for $28.4 billion on November 24, 2019. The transaction is an all-stock transaction, wherein TD Ameritrade stockholders will receive 1.0837 Schwab shares for each TD Ameritrade share. Each outstanding restricted stock unit award with respect to shares of TD Ameritrade common stock, whether vested or unvested, will be assumed by Schwab and become a restricted stock unit award with respect to shares of Schwab common stock. Each outstanding restricted stock unit award with respect to shares of TD Ameritrade common stock that is eligible to vest based on the achievement of performance goals (each, a “Company PSU Award”) will be converted into a restricted stock unit award of Schwab representing the right to receive shares of Schwab common stock with respect to each share of TD Ameritrade common stock underlying such Company PSU Award. Each outstanding restricted stock unit award with respect to shares of TD Ameritrade common stock outstanding under the TD Ameritrade Holding Corporation 2006 Directors Incentive Plan, including each deferred restricted stock unit award and any stock unit issued in respect of deferred cash fees (each, a “Company Director RSU Award”), whether vested or unvested, will vest, if unvested, and be cancelled and converted into the right to receive the merger consideration. Concurrently with the execution and delivery of the Merger Agreement, TD Ameritrade entered into a voting and support agreement with Charles R. Schwab and certain related parties.
The Toronto-Dominion Bank, which currently holds approximately 43% of TD Ameritrade’s common stock, will have an estimated aggregate ownership position of approximately 13% in the combined company, with other TD Ameritrade stockholders and existing Schwab stockholders holding approximately 18% and 69%, respectively. In the event of a termination of the merger agreement under certain circumstances, TD Ameritrade or Schwab may be required to pay a termination fee of $950 million to the other or reimburse their fees up to $50 million. Walter Bettinger, Schwab's Chief Executive Officer and President is expected to take the helm of the combined company. Ameritrade Chief Financial Officer Stephen Boyle has been named interim Chief Executive Officer and President of the soon-to-be acquired company, signaling the departure of former Ameritrade Chief Executive Officer and President Tim Hockey. The merged company will be headquartered in Westlake, Texas.
Following the close of the transaction, TD Bank will have the right to name two new seats on the Schwab Board of Directors and TD Ameritrade will name a single Director. The merger agreement provides that Schwab will take all necessary action to cause Todd Ricketts, who has been designated by TD Ameritrade, and two other individuals who will be designated by TD Bank to be appointed to the Board of Directors of Schwab. As part of the integration process, the corporate headquarters of the combined company will eventually relocate to Schwab’s new campus in Westlake, Texas. TD Ameritrade expects that a large number of TD Ameritrade associates will continue on with Schwab post-integration, but there will likely also be many that do not. The transaction is subject to approval of Board of Schwab and TD Ameritrade, approval of Special Committee TD Ameritrade, customary closing conditions, including receipt of applicable regulatory approvals, approval by the stockholders of both companies, the early termination or expiration of any applicable waiting period or periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the registration statement shall have been declared effective, the shares of Charles Schwab common stock to be issued shall have been approved for listing on the NYSE. Closing is also subject to a “majority of the minority” TD Ameritrade stockholder approval condition. The transaction has been unanimously approved by the Boards of Directors of Schwab and TD Ameritrade, as well as the Strategic Development Committee of TD Ameritrade’s Board—a committee comprised solely of outside, independent directors that was established by the Board of Directors of TD Ameritrade to oversee and conduct the process and all negotiations concerning the transaction on behalf of the Board. TD Bank and certain stockholders of TD Ameritrade (who collectively own approximately 52% of the TD Ameritrade shares), and certain stockholders associated with Charles R. Schwab (who own approximately 10% of the Schwab shares), have agreed to vote their shares in favor of the transaction. As on January 29, 2020, Ameritrade and Schwab each received a request for additional information and documentary material, often referred to as a “second request,” from the Antitrust Division of the Department of Justice. Issuance of the second request extends the waiting period imposed by the HSR Act until 30 days after Ameritrade and Schwab have substantially complied with the second request. As of June 3, 2020, the Antitrust Division of the United States Department of Justice (DOJ) informed Schwab and TD Ameritrade that the DOJ has decided to close its investigation of the proposed merger. As of June 4, 2020, the transaction was approved by The Charles Schwab and TD Ameritrade Holding shareholders. On June 4, 2020, the U.S. Federal Trade Commission granted early termination of the waiting period under the HSR Act. The parties expect the transaction to close in the second half of 2020. The deal is expected to be 10-15% accretive to GAAP EPS and 15-20% accretive to Operating Cash EPS in year three, post-close.
James Spencer and Daniel Schleifman of Credit Suisse Securities (USA) LLC served as financial advisor and William L. Taylor, Randall D. Guynn, Christopher M. Paridon, Zachary J. Zweihorn, Gregory S. Rowland, Ronan P. Harty, Shane Tintle, Jeffrey P. Crandall, David H. Schnabel, Bill Taylor and Lee Hochbaum of Davis Polk & Wardwell LLP acted as legal advisors to The Charles Schwab Corporation. Kevin Miller and Stuart Rogers of Alston & Bird LLP acted as legal advisor for Credit Suisse. Paul Taubman, Michael Freudenstein and Avinash Patel of PJT Partners LP and Jimmy Dunne, Brian Sterling and Aaron Dorr of Sandler O’Neill + Partners LP served as financial advisors and Edward D. Herlihy, Matthew M. Guest and Jacob A. Kling, Ellis Liang, Damian G. Didden, Richard K. Kim, Amanda Kueter Allexon, Jeannemarie O’Brien, Erica E. Bonnett, Alicia C. McCarthy, Gregory E. Pessin, Emily D. Johnson and Joshua M. Holmes of Wachtell, Lipton, Rosen & Katz acted as legal advisors to the Strategic Development Committee of the Board of Directors of TD Ameritrade. TD Securities and J.P. Morgan served as financial advisors and Lee Meyerson, Ravi Purushotham, Matt Rogers, Philip Cooper, Ashley Gherlone, Nina Bakhtina, Adam Cohen, Spencer Sloan, Jonathan Goldstein, Dmitry Zelik and James Rapp of Simpson Thacher & Bartlett LLP served as legal advisors to The Toronto-Dominion Bank. Sandler O’Neill & Partners, L.P. and PJT Partners LP acted as fairness opinion providers to TD Ameritrade. Courtney T. Seager, Faiza J. Saeed and Ting S. Chen of Cravath Swaine & Moore represented the Ricketts family in connection with the transaction. Barclays acted as financial advisor to the Ricketts family. Clare O’Brien and Sean Skiffington of Shearman & Sterling LLP is advising PJT Partners LP and Sandler O’Neill & Partners as financial advisors to TD Ameritrade Holding Corporation. Innisfree M&A Incorporated acted as proxy solicitor to TD Ameritrade and would be receiving fee of approximately $25,000 and D.F. King & Co., Inc. acted as proxy solicitor to Schwab and would be receiving an estimated fee of $20,000 in the transaction.
