TD Bank Acquires Minority Interest in TD Waterhouse

On November 14, 2001, TD Bank Financial Group successfully completed its cash takeover bid for the 12 per cent public minority interest in TD Waterhouse Group, Inc., a Delaware self-directed broker. The bid, valued at $612 million, was originally made October 17, 2001 at US$9 per share. On October 30, 2001, the bank raised its offer to US$9.50 and TD Waterhouse’s special committee of the board recommended the revised offer, subject to the bank obtaining a majority of the minority interest. The transaction was unique in that it was among the first public takeover bids for a U.S. target company to utilize the Canadian rules under the multijurisdictional disclosure system in order to make the bid available to Canadian shareholders of TD Waterhouse.

TD Bank’s Christopher A. Montague, executive vice-president, general counsel and secretary and Norie Campbell, associate vice-president, legal, turned to McCarthy Tétrault LLP for Canadian advice, with a team consisting of Garth M. Girvan, Jasprit Gill, Richard Shimoda and Judith Woods (tax). Lee Meyerson and Ellen Reilly Patterson of Simpson Thacher & Bartlett advised on the U.S. side. Canadian advisor to Salomon Smith Barney Inc., who advised the TD Waterhouse’s special committee was Davies Ward Phillips & Vineberg LLP, led by Patricia Olasker.