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Toronto-Dominion. (TDB)

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Wednesday 02 January, 2002

Toronto-Dominion.

Acquisition

Toronto-Dominion Bank
31 December 2001

Document dated 24 December 2001


TD BANK TO ACQUIRE TWO LEADING EQUITY OPTIONS MARKET-MAKERS

Stafford and LETCO to enhance strategic capabilities of TD Waterhouse and TD 
Securities

TORONTO - TD Bank (NYSE/TSE: TD) announced today that it has reached an 
agreement to acquire the securities trading technology platform and listed 
equity options market-making businesses of the Stafford group of firms 
('Stafford'), and the LETCO group ('LETCO'), through its wholesale banking arm, 
TD Securities. Stafford has developed a leading integrated trading and risk 
management technology platform for equity options products and operates an 
extensive equity options market-making business within the U.S. and Europe, 
LETCO is recognized as one of North America's leading equity options market-
making firms.

'These acquisitions enable us to enter into an attractive market that has 
experienced high growth and has good long term prospects,' said Charlie Baillie,
Chairman and Chief Executive Officer of TD Bank Financial Group. 'In keeping 
with our strategy of positioning ourselves as a better buyer, this deal allows 
us to acquire significant market presence, and will rank us among the leaders in
this growing industry. Further, this acquisition will enable us to maximize the 
value of our options order flow and leverage the exceptional technology across 
our businesses. This is an appealing deal from a TD Securities perspective, and 
it will also allow us to leverage TD Waterhouse's customer base and its 
accompanying equity options order flow.'

Listed equity options market-makers are exchange member firms that act as 
dealers in individual options, providing liquidity by buying and selling the 
specific option contracts they cover. With these acquisitions, TD Securities is 
well positioned both in the North American equity options market-making 
business, and among the handful of global players in the industry.

Terms of the Deal

The purchase of Stafford and LETCO may be paid with a combination of cash and TD
Bank shares, which will be determined at closing. The purchase price will 
consist of an initial payment of approximately US $280 million, subject to post 
closing adjustments. Additional consideration of up to a maximum of US $150 
million will be payable over the next four years contingent upon the businesses 
exceeding certain net income thresholds. The deal is expected to close by March 
2002, and is subject to due diligence and regulatory approvals. The new 
acquisitions are expected to be at least neutral to TD Bank's earnings per share
in fiscal 2002, and accretive to TD Bank's earnings per share in fiscal 2003.

'We are particularly delighted to acquire two businesses with complementary 
strengths in market-making and technology and with strong and longstanding 
reputations in the securities industry,' said Donald A. Wright, Chairman and 
Chief Executive Officer of TD Securities. 'We are confident that this 
combination of technology and scale in the equity options market-making 
business, together with TD Securities' strength and expertise, will provide us 
with a competitive advantage in this market.'

Integration Plans

Both Stafford and LETCO are headquartered in Chicago with operations in New 
York, San Francisco and Philadelphia. Upon receiving all regulatory approvals, 
TD Securities plans to merge Stafford and LETCO. TD Securities will manage the 
combined entity with the support of executives from Stafford and LETCO.

'Joining forces with TD Securities and with LETCO will provide a tremendous 
opportunity for growth and further innovation,' said John Stafford Jr., Chairman
and Chief Executive Officer of Stafford Trading Inc.

'We look forward to leveraging the extensive knowledge and resources of these 
businesses to benefit our customers,' said Lee E. Tenzer, Chairman and Chief 
Executive Officer of LETCO.

TD BANK FINANCIAL GROUP

In Canada and around the world, TD Bank Financial Group serves more than 13 
million customers in four key areas: TD Canada Trust, a leader in personal and 
commercial banking in Canada; TD Securities, a force in investment banking in 
Canada, the U.S. and abroad; TD Waterhouse, one of the world's largest brokers 
to the self-directed investor; and TD Wealth Management, one of Canada's largest
asset managers. TD also ranks among the world's leading on-line financial 
services firms, with more than 3.8 million on-line customers. TD had CDN $287.8 
billion in assets, as of October 31, 2001, and trades on the Toronto and New 
York Stock Exchanges under the symbol 'TD'.

STAFFORD

Operating on U.S. and European exchanges, the over-the-counter marketplace, and 
fully electronic environments, Stafford acts as a market-maker in more than 700 
securities. Stafford has been a leader in innovating technology and 
incorporating sophisticated quantitative research and analytics to increase the 
efficiency, profitability and risk management of its trading and market-making 
business. It has a tradition of attracting the industry's most talented trading,
support, quantitative research and information technology professionals and is 
well-known for its superior proprietary technological infrastructure. Stafford 
recently launched Ragnarok Systems - a proprietary state-of-the-art trading 
platform that will host cutting edge trading and financial services 
applications.

LETCO

LETCO, recognized as an industry innovator, is consistently rated one of the top
three options trading firms in terms of transaction volume and quality of market
performance on the Chicago Board Options Exchange (CBOE). American Stock 
Exchange (AMEX), Philadelphia Stock Exchange (PHLX) and the Pacific Exchange 
(PCX). LETCO is known for its customer-centered approach, providing the highest 
quality, liquid markets and speed of execution.

For Further Information, please contact:

For analysts: Dan Marinangeli, Executive Vice President and CFO, TD Bank 
Financial Group (416) 982-8002, or Scott Lamb, Vice President Investor 
Relations, TD Bank Financial Group (416) 982-5075.

For media: Kelly Hechler, Media Relations Manager, TD Bank Financial Group (416)
982-2249.

This press release may contain forward-looking statements, including statements 
regarding the business and anticipated financial performance of TD. These 
statements are subject to a number of risks and uncertainties that may cause 
actual results to differ materially from those contemplated by the forward-
looking statements. Some of the factors that could cause such differences 
include legislative or regulatory developments, competition, technological 
change, global capital market activity, interest rates, inflation and general 
economic conditions in geographic areas where TD operates. These and other 
factors should be considered carefully and you should not place undue reliance 
on TD's forward-looking statements. TD does not undertake to update any forward-
looking statement.



                                                                                
                                                                                
                                                                                

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