TORONTO, Jan. 12,
2024 /CNW/ - TD Bank Group ("TD" or the "Bank")
(TSX: TD) (NYSE: TD) has received notice of an unsolicited
mini-tender offer by TRC Capital Investment Corporation ("TRC
Capital Investment") to purchase up to 1.5 million TD common
shares, approximately 0.08% of the common shares outstanding as at
January 10, 2024, at a below-market
price of CAD $78.38 per share in cash.
TRC Capital Investment's unsolicited offer price of CAD
$78.38 per share is approximately
4.3% lower than the CAD $81.90
closing share price of TD's common stock on January 10, 2024, the business day prior to the
date of the offer.
TD does not endorse TRC Capital Investment's unsolicited
mini-tender offer, is not affiliated or associated in any way with
TRC Capital Investment and recommends shareholders reject the
offer.
TRC Capital Investment has made several similar unsolicited
mini-tender offers for shares of several other public companies.
Mini-tender offers are designed to result in a holding of less than
5% of a company's outstanding shares, thereby avoiding disclosure
and procedural requirements applicable to most bids under Canadian
and U.S. securities regulations. Both the Canadian Securities
Administrators (CSA) and the U.S. Securities and Exchange
Commission (SEC) recommend that investors exercise caution with
mini-tender offers and have expressed serious concerns about
mini-tender offers, including the possibility that investors might
tender to such offers without understanding the offer price
relative to the actual market price of their securities.
The SEC has issued "tips for Investors" regarding mini-tender
offers, noting that some bidders, in making the offers at
below-market prices, are "hoping that they will catch investors off
guard if the investors do not compare the offer price to the
current market price." The SEC's advisory may be found on the SEC
website at http://www.sec.gov/investor/pubs/minitend.htm
The CSA's long-standing guidance on mini-tenders can be found on
the Ontario Securities Commission website
at www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp.
TD strongly encourages brokers, dealers and other market
participants to exercise caution and review the letter regarding
broker-dealer mini-tender offer dissemination and disclosures on
the SEC website
at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
TD requests that a copy of this news release be included with
any distribution of materials relating to TRC Capital Investment's
mini-tender offer for TD shares.
About TD Bank Group
The Toronto-Dominion Bank and its subsidiaries are collectively
known as TD Bank Group ("TD" or the "Bank"). TD is the sixth
largest bank in North America by
assets and serves over 27.5 million customers in four key
businesses operating in a number of locations in financial centres
around the globe: Canadian Personal and Commercial Banking,
including TD Canada Trust and TD Auto Finance Canada; U.S. Retail,
including TD Bank, America's Most Convenient Bank®, TD Auto Finance
U.S., TD Wealth (U.S.), and an investment in The Charles Schwab
Corporation; Wealth Management and Insurance, including TD Wealth
(Canada), TD Direct Investing, and
TD Insurance; and Wholesale Banking, including TD Securities and TD
Cowen. TD also ranks among the world's leading online financial
services firms, with more than 16 million active online and mobile
customers. TD had $1.96 trillion in
assets on October 31, 2023. The
Toronto-Dominion Bank trades under the symbol "TD" on the
Toronto and New York Stock
Exchanges.
SOURCE TD Bank Group