Schwab Announces Closing of the DOJ Investigation Into Acquisition of TD Ameritrade
June 04 2020 - 8:45AM
Business Wire
The Charles Schwab Corporation (“Schwab”) announced today that
on June 3 the Antitrust Division of the United States Department of
Justice (DOJ) informed Schwab that the DOJ has decided to close its
investigation of Schwab’s proposed acquisition of TD Ameritrade
Holding Corporation (“TD Ameritrade”).
Schwab President and CEO Walt Bettinger said, “We’re gratified
by the DOJ’s decision and appreciate its diligent and thorough
review. We are pleased to be clearing an important milestone in our
planned acquisition of TD Ameritrade and look forward to today’s
scheduled votes by the stockholders of our two companies, which
represent another important step toward completion of the
transaction.”
Completion of the transaction remains subject to the
satisfaction (or, to the extent permitted by applicable law,
waiver) of the customary closing conditions set forth in the merger
agreement, including receipt of other regulatory approvals and
obtaining the necessary approvals from stockholders of both Schwab
and TD Ameritrade. Subject to satisfaction of those conditions, the
parties continue to expect that the transaction will close in the
second half of the year.
Integration is expected to take between 18 to 36 months to
complete following the close.
About Charles Schwab
The Charles Schwab Corporation (NYSE: SCHW) is a leading
provider of financial services, with more than 360 offices and 12.9
million active brokerage accounts, 1.7 million corporate retirement
plan participants, 1.4 million banking accounts, and $3.8 trillion
in client assets as of April 30, 2020. Through its operating
subsidiaries, the company provides a full range of wealth
management, securities brokerage, banking, asset management,
custody, and financial advisory services to individual investors
and independent investment advisors. Its broker-dealer subsidiary,
Charles Schwab & Co., Inc. (member SIPC, www.sipc.org), and
affiliates offer a complete range of investment services and
products including an extensive selection of mutual funds;
financial planning and investment advice; retirement plan and
equity compensation plan services; referrals to independent,
fee-based investment advisors; and custodial, operational and
trading support for independent, fee-based investment advisors
through Schwab Advisor Services. Its banking subsidiary, Charles
Schwab Bank (member FDIC and an Equal Housing Lender), provides
banking and lending services and products. More information is
available at www.schwab.com and www.aboutschwab.com.
Forward-Looking Statements
This press release contains forward-looking statements relating
to Schwab’s acquisition of TD Ameritrade, including timing of the
closing and integration. Achievement of these expectations is
subject to risks and uncertainties that could cause actual results
to differ materially from the expressed expectations.
Important factors that may cause such differences include, but
are not limited to, failure of the parties to satisfy the closing
conditions in the merger agreement in a timely manner or at all,
including regulatory approvals; litigation challenging the merger;
the risk that expected revenue, expense and other synergies from
the transaction may not be fully realized or may take longer to
realize than expected; the parties are unable to successfully
implement their integration strategies; and disruptions to the
parties’ businesses as a result of the announcement and pendency of
the merger. Other important factors are set forth in Schwab’s and
TD Ameritrade’s definitive joint proxy statement/prospectus dated
May 4, 2020, as supplemented, and Schwab’s and TD Ameritrade’s most
recent reports on Form 10-K and Form 10-Q.
Important Information About the Transaction and Where to Find
it
In connection with the proposed transaction between Schwab and
TD Ameritrade, Schwab and TD Ameritrade have filed and will file
relevant materials with the Securities and Exchange Commission (the
“SEC”). Schwab has filed a registration statement on Form S-4 that
includes a joint proxy statement of Schwab and TD Ameritrade that
also constitutes a prospectus of Schwab. The registration statement
on Form S-4, as amended, was declared effective by the SEC on May
6, 2020 and Schwab and TD Ameritrade mailed the definitive joint
proxy statement/prospectus to their respective stockholders on or
about May 6, 2020. INVESTORS AND SECURITY HOLDERS OF SCHWAB AND TD
AMERITRADE ARE URGED TO READ THE REGISTRATION STATEMENT, THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of the
registration statement and the definitive joint proxy
statement/prospectus and other documents filed with the SEC by
Schwab or TD Ameritrade through the website maintained by the SEC
at http://www.sec.gov or by contacting the investor relations
department of Schwab or TD Ameritrade at the following:
The Charles Schwab
Corporation
TD Ameritrade
Holding Corporation
211 Main Street
200 South 108th Avenue
San Francisco, CA 94105
Omaha, Nebraska 68154
Attention: Investor Relations
Attention: Investor Relations
(415) 667-7000
(800) 669-3900
investor.relations@schwab.com
Schwab, TD Ameritrade, their respective directors and certain of
their respective executive officers may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding the directors and
executive officers of Schwab, and their direct or indirect
interests in the transaction, by security holdings or otherwise, is
contained in Schwab’s Form 10-K for the year ended December 31,
2019, its proxy statement filed on March 31, 2020 and its Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K. Information
regarding the directors and executive officers of TD Ameritrade,
and their direct or indirect interests in the transaction, by
security holdings or otherwise, is contained in TD Ameritrade’s
Form 10-K for the year ended September 30, 2019, as amended, and
its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Additional information regarding the participants in the proxy
solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
definitive joint proxy statement/prospectus and other relevant
materials filed with the SEC.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote of approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20200604005410/en/
MEDIA Glen Mathison Charles Schwab Phone: 415-601-3781
glen.mathison@schwab.com
INVESTORS/ANALYSTS Rich Fowler Charles Schwab Phone:
415-667-1841 rich.fowler@schwab.com
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