Monday, December 05, 2005

Date Set for TD Waterhouse Vote on Ameritrade Deal

Ameritrade Holding Sets Date to Secure Shareholders' Approval to Buy TD Waterhouse Group Unit

AP, 5 December 2005

Omaha, Neb. (AP) -- Ameritrade Holding Corp. has set a special meeting Jan. 4 to secure its shareholders' approval to acquire TD Waterhouse Group Inc.'s U.S. retail securities brokerage business for an estimated $2.9 billion.

Under the deal, Ameritrade shareholders would receive a special dividend of $6 per share on or near the expected closing date of Jan. 24. TD Waterhouse Group is a subsidiary of TD Bank Financial Group, which would receive about 32 percent ownership in the new TD Ameritrade.

Immediately after the deal closes, TD Bank Financial would offer to buy an additional 7.9 percent of outstanding shares at $16 per share.

Ameritrade shareholders as of Nov. 16 will have voting rights at the meeting, which will be held at Ameritrade corporate headquarters in Omaha.

Ameritrade said it has filed with the Securities and Exchange Commission the proxy statement that will be mailed to shareholders.

The agreement allows TD Bank Financial to have a maximum ownership of 39.9 percent for the first three years and a maximum 45 percent up to 10 years. Toronto-based Toronto-Dominion Bank and its subsidiaries are known collectively as TD Bank Financial Group.

Ricketts agreed to limit his family's ownership to 29 percent of the combined company for 10 years.

TD Bank Financial also will acquire Ameritrade's Canadian brokerage operations, for $60 million.

"Strategically and financially this allows us to become even more competitive within the industry," Ameritrade CEO Joe Moglia said in a news release.

The new company would be governed by a dozen board members from both original institutions and Ameritrade founder and chairman Joe Ricketts would keep his post. Ed Clark, chief executive and president of TD Bank Financial Group, would be vice chairman and Moglia would be chief executive officer.

But it was disclosed Monday that Ricketts' son Pete will not be president of the combined company, as had been announced in June.

Pete Ricketts has since begun seeking the Republican nomination for the Nebraska U.S. Senate seat held by Democrat Ben Nelson.

Kim Hillyer, a spokeswoman for Ameritrade Holding, said Monday that Pete Ricketts still will be on the board of directors for TD Ameritrade. The new president has not been disclosed publicly, and Hillyer could not say when that would occur.