The South Financial Group, Inc. (NASDAQ: TSFG) today announced
that it has entered into a definitive agreement with TD Bank
Financial Group (TSX and NYSE: TD) providing for the merger of TSFG
and a wholly-owned subsidiary of TD.
Under the agreement, TD will acquire all outstanding shares of
common stock of TSFG. Upon completion of the transaction, TD will
acquire all of TSFG and all of its businesses and obligations,
including all deposits of Carolina First Bank (which also operates
as Mercantile Bank in Florida).
In light of the pending transaction with TD, TSFG is postponing
its annual meeting of shareholders that was scheduled to be held on
Tuesday, May 18, 2010.
“Our board and management have conducted a broad and extensive
process over the last six months to seek the best outcome for our
shareholders, as well as for our customers, employees and the
communities which we serve,” said H. Lynn Harton, President and CEO
of The South Financial Group. “TD is a strongly-capitalized
financial institution with a prudent approach to risk management.
It is committed to maintaining TSFG’s tradition of customer service
and community involvement. TD’s Aaa-rated financial strength will
help the combined company position itself for future success and
long-term growth.”
Harton continued, “With this merger, we will also become part of
an organization with a passion for delivering legendary customer
experiences and a commitment to building strong relationships with
their customers. Our Carolina First and Mercantile operations will
become an integral part of TD’s expansion in building out the
‘Maine to Florida’ franchise in the United States. This is a strong
combination and will bring stability to our customers and
employees.”
The addition of TSFG marks TD Bank’s entry into the Carolinas
and bolsters its Florida franchise. The franchises fit together
very well, further filling out TD’s U.S. footprint.
“TSFG offers us a strong platform for expansion in the U.S.
Southeast, further expands our presence in Florida and demonstrates
our continued commitment to growing our business,” said Bharat
Masrani, President and CEO, TD Bank, America’s Most Convenient
Bank. “We believe that we can add significant upside by applying
our retail expertise and WOW! culture to this established regional
bank. The transaction builds on our organic growth capability and
the momentum of our recent acquisitions in the deposit-rich Florida
market. It also gives us a strong position in North and South
Carolina, where Carolina First is a leading community bank with a
solid base for market share growth and asset generation.”
Lynn Harton will continue to be based in Greenville, SC and will
join TD Bank’s management team, reporting to Mr. Masrani, upon the
conclusion of the transaction.
DESCRIPTION OF THE TRANSACTION
Under terms of the agreement, which has been approved
unanimously by the boards of both companies, TSFG’s common
shareholders will receive, at each shareholder’s election, $0.28 in
cash or 0.004 shares of TD common stock per TSFG common share for a
total of approximately $61 million in cash or TD common stock
(based on TD’s closing stock price on May 14, 2010). In addition,
immediately prior to completion of the merger, the United States
Department of the Treasury will sell to TD its $347 million of TSFG
preferred stock and the associated warrant acquired under the
Treasury’s Capital Purchase Program and discharge all accrued but
unpaid dividends on that stock for total cash consideration of
approximately $130.6 million. Completion of the merger requires,
among other things, the approval of TSFG shareholders and customary
regulatory approvals. The transaction is expected to close in TD’s
third fiscal quarter of 2010.
In connection with the agreement, TD and TSFG entered into a
share purchase agreement under which TSFG is issuing to TD
preferred stock that votes as a single class with TSFG’s common
stock representing 39.9 percent of TSFG’s total voting power after
the issuance. TSFG intends to issue the preferred stock described
above in reliance on the shareholder approval exception set forth
in NASDAQ Rule 5635(f), and TSFG’s audit committee has approved
reliance on this exception.
ADVISORS
Morgan Stanley is serving as financial advisor, and Wachtell,
Lipton, Rosen & Katz is serving as legal advisor to TSFG in
this transaction. BofA Merrill Lynch and Goldman Sachs are serving
as joint financial advisors, and Simpson Thacher & Bartlett LLP
is serving as legal advisor to TD Bank Financial Group and TD Bank
in this transaction.
GENERAL INFORMATION
About TD Bank Financial Group
The Toronto-Dominion Bank and its subsidiaries are collectively
known as TD Bank Financial Group (TDBFG). TDBFG is the sixth
largest bank in North America by branches and serves more than 18
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
Insurance; Wealth Management, including TD Waterhouse and an
investment in TD Ameritrade; U.S. Personal and Commercial Banking,
including TD Bank, America's Most Convenient Bank; and Wholesale
Banking, including TD Securities. TDBFG also ranks among the
world's leading online financial services firms, with more than 6
million online customers. TDBFG had $567 billion in assets on
January 31, 2010. The Toronto-Dominion Bank trades under the symbol
“TD” on the Toronto and New York Stock Exchanges.
About TD Bank, America’s Most Convenient Bank®
TD Bank, America's Most Convenient Bank, is one of the 15
largest commercial banks in the United States with $152 billion in
assets, and provides customers with a full range of financial
products and services at more than 1,000 convenient locations from
Maine to Florida. TD Bank, N.A., is headquartered in Cherry Hill,
N.J., and Portland, Maine. TD Bank is a trade name of TD Bank, N.A.
For more information, visit www.tdbank.com.
About The South Financial Group
The South Financial Group is a bank holding company focused on
serving small businesses, middle market companies, and retail
customers in the Carolinas and Florida. At March 31, 2010, it had
approximately $12.4 billion in total assets and 176 branch offices.
TSFG operates Carolina First Bank, which conducts banking
operations in North Carolina and South Carolina (as Carolina First
Bank), and in Florida (as Mercantile Bank). At March 31, 2010,
approximately 44% of TSFG’s total customer deposits were in South
Carolina, 45% were in Florida, and 11% were in North Carolina.
Investor information is available
at www.thesouthgroup.com.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements about TSFG
and the proposed transaction between the TSFG and TD. There are
several factors – many beyond TSFG’s control – that could cause
actual results to differ significantly from expectations described
in the forward-looking statements. Among these factors are the
receipt of necessary regulatory approvals and the approval of
TSFG’s shareholders. Forward-looking statements speak only as of
the date they are made, and we do not undertake any obligation to
update them to reflect changes that occur after that date. For a
discussion of factors that may cause actual results to differ from
expectations, refer to TSFG’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2010, and Annual Report on Form 10-K for
the year ended December 31, 2009, including information
incorporated into TSFG’s 10-K from its 2009 annual report, filed
with the Securities and Exchange Commission (SEC) and available on
the SEC’s website at www.sec.gov.
MORE INFORMATION ABOUT THE MERGER AND WHERE TO FIND
IT
The proposed merger will be submitted to TSFG shareholders for
their consideration. TD will file with the Securities and Exchange
Commission (“SEC”) a registration statement on Form F-4 that will
include a proxy statement of TSFG that also constitutes a
prospectus of TD. TSFG will mail the proxy statement-prospectus to
its shareholders. You may obtain copies of all documents filed with
the SEC regarding the proposed merger, free of charge, at the SEC’s
website (www.sec.gov). You may also obtain free copies of these
documents by contacting TSFG, as follows: Investor Relations, Attn:
Brian Wildrick, 104 South Main Street, Poinsett Plaza - 6th Floor,
Greenville, SC 29601.
TSFG shareholders and other investors are urged to read the
final proxy statement-prospectus when it becomes available because
it will describe the proposed merger and contain other important
information.
The South Financial Group, Inc., The Toronto-Dominion Bank,
their respective directors and executive officers and other persons
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information about TSFG’s
directors and executive officers and their ownership of TSFG common
stock is contained in the definitive proxy statement for TSFG’s
2009 annual meeting of shareholders, as filed by TSFG with the SEC
on Schedule 14A on April 7, 2010. Information regarding The
Toronto-Dominion Bank’s directors and executive officers is
available in its Annual Report on Form 40-F for the year ended
October 31, 2009, which was filed with the Securities and
Exchange Commission on December 3, 2009 and its notice of
annual meeting and proxy circular for its most recent annual
meeting, which was filed with the Securities and Exchange
Commission on February 25, 2010. The proxy
statement-prospectus for the proposed merger will provide more
information about participants in the solicitation of proxies from
TSFG shareholders.
South Financial (NASDAQ:TSFG)
Gráfico Histórico do Ativo
De Set 2024 até Out 2024
South Financial (NASDAQ:TSFG)
Gráfico Histórico do Ativo
De Out 2023 até Out 2024