Toronto-dominion Bank · TSX:TD
Toronto-dominion Bank — Merger or Acquisition (June 2005)
24 slides from Toronto-dominion Bank's merger presentation, Jun 23, 2005
Slide 1: TD Ameritrade: Creating Value While Strengthening Strategic Position
TD Ameritrade Creating Value While Strengthening Strategic Position June 22, 2005 Ed Clark President and CEO TD Bank Financial Group Dan Marinangeli EVP and CFO TD Bank Financial Group
Slide 2: Forward-looking statements
This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements relating to anticipated financial and operating results, TD Bank Financial Group's plans, objectives, expect
Slide 3: Creating Value While Strengthening Strategic Position
Creating Value While Strengthening Strategic Position Allows us to stay in the industry while reaping the benefits of current and any future consolidation Translates ownership in TD Waterhouse USA into ownership in one of the three major players in the sector Significant value creation for TD Accret
Slide 4: Corporate Governance and Transaction Highlights
Board composition Corporate Governance1 and Transaction Highlights TD designates 5 out of 12 directors Joe Ricketts Chairman Ed Clark Vice Chairman TD ownership level Initial ownership 32% Promptly after closing a tender offer for an additional 7.9% Ownership capped at 39.9% for 3 years and 45% in y
Slide 5: TD Financial Parameters: Projected EPS accretion
Projected EPS accretion to TD reported basis(1) TD Financial Parameters Neutral in 2006 C$0.14 per share in 2007 Based on last 12 month earnings and synergies to be realized 40% in Fiscal 2006 and 90% in Fiscal 2007. Based on the assumptions described in (1) and adjusted for amortization of intangib
Slide 6: Pro Forma TD Ameritrade with all Revenue Opportunities and Expense Synergies
Pro Forma TD Ameritrade with all Revenue Opportunities and Expense Synergies Ameritrade Adjusted TD Waterhouse USA TD Ameritrade Combined Full Synergies TD Ameritrade As Adjusted Revenue $890 $726 $1,616 $200 1,816 Operating Expense 337 566 903 (328) 575 Advertising 96 77 173 (50) 123 Total Expense
Slide 7: TD Wealth Management
TD Wealth Management $ 65 $ 11 $ 20 $ 18 $ 16 $ 21 $ 30 TDW USA Discount Brokerage $ 336 $ 99 $ 98 $ 63 $ 76 $ 102 $ 111 Total Wealth Management Trailing 4Qs Q205 Q105 Q404 Q304 Q204 Q104 CAD $MM Note: Within TD's Wealth Management business segment is TD Waterhouse Discount brokerage and TD Waterhou
Slide 8: Illustration: Accretion to TD with all Revenue Opportunities, Expense Synergies
Illustration: Accretion to TD with all Revenue Opportunities, Expense Synergies and 40% ownership Pro forma combined net income GAAP basis (slide 6) US $557MM FX conversion at 1.25 C $295 TD share (39.9%) of TD Ameritrade earnings excluding intangible amortization US $236MM TD Ameritrade: TDBFG net
Slide 9: Projected Capital Ratios at Close
Projected Capital Ratios at Close Note: Pro-forma Tangible common equity ratio approximately 8.7% versus 6.9% at Q2/05 Pro forma Tier 1 capital ratio approximately 11.8% versus 10.0% at Q2/05 Little change to rating agency capital ratios Estimate of the impact from Basel II is negative but dependent
Slide 10: Continuing Growth Opportunities
Continuing Growth Opportunities Illustrative Business Segment Earnings Mix1 P&C Wealth TD AMTD TD BNK Wholesale Q1 2005 0.54 0.11 0.08 0.09 0.19 TD Canada Trust (Canadian P&C) TD Securities (Wholesale) TD Waterhouse (Canadian Wealth) Based on YTD business segment earnings and full quarter run rate f
Slide 11: Keeping Commitments
D Bank Financial Group Keeping Commitments
Slide 12: Delivering on our Strategy: TD Ameritrade
Joe Moglia, Chief Executive Officer - Ameritrade Holding Corp. Ed Clark, President and CEO - TD Bank Financial Group Randy MacDonald, Chief Financial Officer - Ameritrade Holding Corp. Dan Marinangeli, Chief Financial Officer - TD Bank Financial Group June 22, 2005 Delivering on our Strategy TD Amer
Slide 13: Safe Harbor Statement
Safe Harbor Statement This presentation contains forward-looking statements that involve risks and uncertainties. For example, statements related to realization of Ameritrade's strategy; the service offerings of TD Ameritrade; the expected benefits to stockholders and customers; credit and interest
Slide 14: The Best Combination for Clients and Shareholders
Realizes Ameritrade's strategy Accelerates client segmentation strategy Serves full spectrum of individual investor needs across all products and channels Benefits of banking with minimal exposure to interest rate or credit risk Enhances low cost platform Continues industry consolidation Delivers su
Slide 15: Realization of Ameritrade's Strategy
Realization of Ameritrade's Strategy Strengthens core business, accelerates growth & expands earnings RIA Long-term Investors Active Traders AMTD 4.1 75.6 164 TDW USA 38.1 143.4 75 Entrenched strong player Leverage platform with larger client base Amerivest New client base, suite of products, branch
Slide 16: Strategic Impact
Strategic Impact Grows net income with minimal additional exposure to interest rate or credit risk Adds significant asset based revenues Grows margins even with large scale branch network Positions AMTD for P/E multiple expansion and additional acquisitions Source for 2006 P/E: Smith Barney and Sand
Slide 17: Pro Forma Ownership: 68% Ameritrade / 32% TD
Pro Forma Ownership: 68% Existing Ameritrade Shareholders/32% TD Bank Financial Group Board: 12 member board 5 TD Bank representatives (including Vice Chairman, Ed Clark) 3 Ricketts family representatives (including Chairman, Joe Ricketts, and President & Chief Operating Officer, Pete Ricketts) 3 in
Slide 18: Combined Operating Metrics
Combined Operating Metrics As of or for the quarter ended March 2005 Ameritrade metrics adjusted for the sale of Ameritrade Canada $ in Billions (1) Client credit balances and money market funds (2) Qualified accounts are all open client accounts with a total liquidation value of $2,000 or more, exc
Slide 19: Combined Results with Full Synergy Realization
Combined Results with Full Synergy Realization 39% Accretion In Millions except per share and percentages (1) Ameritrade excluding Canadian operations (2) Synergies expected to be realized over 18 months (Yr1: 40%, Yr2: 90%, Yr3: 100%) (3) Calculated as LTM revenue on a per account basis; multiplied
Slide 20: Revenue Opportunities - $219B Client Assets
Revenue Opportunities - $219B Client Assets Rent capital and banking skill set of TD Bank Minimal additional exposure to interest rate or credit risk (1) Assumed $1B of securities Assets in Billions Balances as of March 2005 Match the duration of assets and liabilities (no hedge expense)
Slide 21: Expense Synergies
Expense Synergies Equivalent of 59% of TD Waterhouse U.S.A. Expenses Expected to be Eliminated Proven integration track record Best people, products & platform Integration plan: - client retention - synergy realization - operational excellence - commitment to associates $ in Millions (1) Ameritrade
Slide 22: Why Ameritrade?
Why Ameritrade? On strategy and financially attractive Financial benefits of consolidation Strategic combination: Focus on wealth management: higher P/E, ability to make future acquisitions Full spectrum of investors: active trader to long-term investor Proven management team
Slide 23: The Combination of Ameritrade and TD Waterhouse U.S.A.
The Combination of Ameritrade and TD Waterhouse U.S.A.... Is the best combination for Clients and Shareholders Realizes Ameritrade's strategy Access to banking without the cost or risk Delivers superior financial returns Continues industry consolidation Has minimal execution risk Positions firm for
Slide 24: Additional information and where to find it
Additional information and where to find it In connection with the proposed transaction, Ameritrade will be filing a proxy statement and relevant documents concerning the transaction with the Securities and Exchange Commission ("SEC"). SECURITY HOLDERS OF AMERITRADE ARE URGED TO READ THE PROXY STATE
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