TD Bank Acquires Newcrest Capital Inc.

On November 7, 2000, TD Bank Financial Group (TD Bank) announced its definitive agreement to acquire Newcrest Holdings Inc. (Newcrest), the parent of Newcrest Capital Inc., subject to regulatory approvals. Under the terms of the agreement, TD Bank agreed to purchase all of the issued and outstanding shares of Newcrest for a combination of shares and cash valued at approximately $244 million.

The transaction results in a merging of the strengths of Newcrest, a leading Canadian investment banking and institutional equities firm, with the global capabilities of TD Securities, the wholesale side of TD Bank Financial Group. The deal further positions TD Securities as a full-service provider of investment banking services in North America and in selected markets around the world.

The effective date of the transaction is October 31, 2000, and closing will occur upon receipt of all applicable regulatory approvals under bank and securities legislation and by the Competition Bureau. While awaiting approvals, TD Securities and Newcrest will take steps to serve investement banking and institutional equities clients on an integrated basis under the name “TD Newcrest”.

Acting for the Toronto-Dominion Bank is the bank’s Senior Counsel Chris Montague, in addition to a team from Torys led by Phil Brown and Phil Symmonds, with assistance from Mike Pickersgill and Gregg Horne (corporate), Dawn Scott (regulatory), John Unger (tax), Blair Keefe (OSFI matters), Hugh O’Reilly (employment), Michael Barrett (competition), and Jay Holsten.

Newcrest is represented by a team from Osler, Hoskin & Harcourt LLP led by Clay Horner and Frank Turner, with assistance from Doug Bryce and Robert Antenore (corporate), Jim Lisson (OSFI matters), Jason Hanson (employment), Firoz Ahmed, Judith Harris, Kim Wharram and Lyne Gaulin (tax), Peter Glossop and Steve Sansom (competition) and Doug Rienzo (employee benefits).