Schwab Stockholders Approve Acquisition of TD Ameritrade
June 04 2020 - 4:15PM
Business Wire
Receives Notification Of Completion Of DOJ
Review Of Transaction
The Charles Schwab Corporation (“Schwab”) today announced that
Schwab stockholders approved the proposals related to Schwab’s
acquisition of TD Ameritrade Holding Corporation (“TD Ameritrade”)
at a special meeting of stockholders held earlier today.
More than 99% of the shares cast by Schwab stockholders were
voted in favor of a proposal to issue new Schwab common shares to
TD Ameritrade stockholders as consideration for the acquisition.
More than 98% of the shares cast, representing over 85% of all
outstanding shares, were voted in favor of an amendment to the
fifth amended and restated certification of incorporation of Schwab
to create a new class of nonvoting common stock to be issued to TD
Bank and its affiliates as merger consideration. Pursuant to the
Schwab charter amendment, the number of authorized shares of Schwab
capital stock will increase by 300 million, and Schwab will be
authorized to issue 300 million shares of Schwab nonvoting common
stock, each with a par value of $0.01 per share.
Schwab President and CEO Walt Bettinger said, “We are pleased
that Schwab’s stockholders have approved the proposals related to
our announced acquisition of TD Ameritrade. The combination will
generate substantial long-term value for Schwab’s stockholders and
bring together two leading firms with proud and similar histories
of making investing more accessible to all. Together, with a focus
on low cost, great service and technology, we will form a company
that is uniquely positioned to serve the investment, trading and
wealth management needs of investors—and the advisors who serve
them—in every phase of their financial journey.”
Earlier on June 4, Schwab announced that the Antitrust Division
of the United States Department of Justice (DOJ) informed Schwab
that the DOJ has closed its investigation of Schwab’s proposed
acquisition of TD Ameritrade. 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. Subject to the satisfaction of those
conditions, the parties continue to expect that the transaction
will close in the second half of the year.
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
closing and stockholder and client benefits. Achievement of these
expectations is subject to risks and uncertainties that could cause
actual results to differ materially from the expressed
expectations.
Important transaction-related 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
include general market conditions, including the level of interest
rates, equity valuations and trading activity; the parties’ ability
to attract and retain clients and registered investment advisors
and grow those relationships and client assets; competitive
pressures on pricing, including deposit rates; the parties’ ability
to develop and launch new and enhanced products, services, and
capabilities, as well as enhance their infrastructure, in a timely
and successful manner; client use of the parties’ advisory
solutions and other products and services; client sensitivity to
rates; the level of client assets, including cash balances; capital
and liquidity needs and management; the scope and duration of the
COVID-19 pandemic and actions taken by governmental authorities to
contain the spread of the virus and the economic impact; regulatory
guidance; litigation or regulatory matters; any adverse impact of
financial reform legislation and related regulations; and other
factors 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20200604005740/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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