Filed by The Toronto-Dominion Bank
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Hudson United Bancorp
Commission File No.: 001-08660
The following press release was issued by The Toronto-Dominion Bank on July 12, 2005:
TD Banknorth to Acquire Hudson United Bancorp to Enhance Its Community Banking Franchise in
Southern Connecticut and Eastern New York and Extend into New Jersey and Philadelphia
TD Bank Financial Group, TD Banknorths Majority Shareholder, Pleased with Strategic Acquisition
Toronto, July 12, 2005: As announced earlier in a joint press release, TD Banknorth Inc. (NYSE: BNK) and Hudson United Bancorp (NYSE:HU) have signed a definitive agreement for TD Banknorth to acquire Hudson United Bancorp for approximately US $1.9 billion in cash and TD Banknorth stock.
This acquisition is consistent with our growth strategy and will significantly expand our franchise in both Connecticut and eastern New York while providing us with a presence in the fast-growing markets of New Jersey and Philadelphia, said William J. Ryan, TD Banknorths Chairman, President and Chief Executive Officer. We look forward to welcoming Hudson United into the TD Banknorth family and to offering Hudson Uniteds customers a broader array of products and services.
We are pleased to support Bill Ryan and his team in this strategic acquisition, said Ed Clark, President and Chief Executive Officer of TD Bank Financial Group. This transaction delivers on our shared vision for growth and marks a significant milestone in TD Banknorths expansion strategy. In addition to being an excellent acquisition for TD Banknorth, this transaction is the right next step for TDBFG. It increases our U.S. footprint in personal and commercial banking, and does what we said we would do while meeting our financial and strategic criteria, added Clark.
On a pro forma basis, the transaction will create a regional financial services company with 590 branches, 751 ATMs and over US $26 billion in deposits across eight northeastern states.
What this means for TD Bank Financial Group
The cash for the transaction will be financed through TD Banknorths sale of approximately 29.6 million shares to TDBFG, TD Banknorths majority shareholder, at a price of $31.79 per share. On a pro forma basis TDBFGs percentage ownership of TD Banknorth will decrease slightly after giving effect to the transaction. However, through TD Banknorth share repurchases or, subject to meeting regulatory requirements, open market purchases, TDBFG has indicated its intent to at least maintain its ownership of TD Banknorth at the level prior to the acquisition of Hudson United or, as market conditions warrant, to potentially increase its position.
In 2006 the transaction is expected to be accretive to TDBFG earnings by approximately CDN $0.01 per share on a reported basis and CDN $0.02 before amortization of intangibles. In 2007, assuming expected cost savings are fully phased in and TD has restored its ownership level, accretion is anticipated to be approximately CDN $0.11 per share on a reported basis and CDN $0.12 cents before amortization of intangibles. More details on this will be provided during TDs analyst call.
For details on what this means for TD Banknorth, please refer to the joint release issued earlier this morning with Hudson United Bancorp.
Goldman Sachs and TD Securities served as advisors to TD Bank Financial Group.
Conference Call Details
TD Banknorth will hold an analyst conference call today, July 12, 2005, at 10:00 a.m., Eastern Time, to discuss details of the transaction. The call will feature a presentation by TD Banknorth CEO, Bill Ryan, and will be followed by a question and answer period for analysts and investors. The dial-in number for the call in the USA and Canada is 800-299-9630 and the international dial-in number is 617-786-2904. The passcode for the call is 38328527. The conference call is also being webcast by CCBN and can be accessed at TD Banknorths website at www.tdbanknorth.com/investorrelations.
Immediately following the TD Banknorth call, TDBFG will host a call for its shareholders and analysts (using the same number and webcast coordinates) at approximately 11:10 am Eastern Time. The call will feature a presentation by Ed Clark and TDBFGs Chief Financial Officer, Dan Marinangeli and will be followed by a question and answer period for investors. The dial-in number for the call is the same as for the TD Banknorth call: USA and Canada 800-299-9630, International 617-786-2904. The passcode for the call is 38328527. Participants of the TD Banknorth call are welcome to remain on the line for the second call. An audiocast of the call will be available on line at TDBFGs website at www.td.com/investor/index.jsp.
A replay of the conference call will be available shortly after the calls completion for at least 30 days. The replay dial-in number in the USA and Canada is 888-286-8010 and the international replay dial-in number is 617 801-6888. The replay passcode is 19540613. A webcast replay will also be available at TD Banknorths website www.tdbanknorth.com/investorrelations.
About TD Bank Financial Group
Marking 150 years of service to Canadians in 2005, The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Financial Group. TD Bank Financial Group serves more than 14 million customers in four key businesses operating in a number of locations in key financial centres around the globe: Canadian Personal and Commercial Banking including TD Canada Trust; Wealth Management including the global operations of TD Waterhouse; Wholesale Banking, including TD Securities; and U.S. Personal and Commercial Banking through TD Banknorth. TD Bank Financial Group also ranks among the worlds leading on-line financial services firms, with more than 4.5 million on-line customers. TD Bank Financial Group had CDN$359 billion in assets, as of April 30, 2005. The Toronto-Dominion Bank trades on the Toronto and New York Stock Exchanges under the symbol TD.
About TD Banknorth Inc.
TD Banknorth Inc. is a leading banking and financial services company headquartered in Portland, Maine and a majority-owned subsidiary of TD Bank Financial Group. At March 31, 2005, TD Banknorth had $32.1 billion of total consolidated assets and provided financial services to over 1.3 million households in the Northeast. TD Banknorths banking subsidiary, TD Banknorth, N.A., operates banking divisions in Maine, New Hampshire, Massachusetts, Connecticut, Vermont and upstate New York. TD Banknorth and TD Banknorth, N.A. also operate subsidiaries and divisions in insurance, wealth management, merchant services, mortgage banking, government banking and other financial services and offer investment products in association with PrimeVest Financial Services, Inc. The TD Banknorth common stock trades on the New York Stock Exchange under the symbol BNK. For more information, visit http://www.tdbanknorth.com.
Forward-looking Information
This press release contains forward-looking statements regarding TD Banknorths acquisition of Hudson United Bancorp and the effect on TDBFGs earnings and percentage ownership of TD Banknorth. Words such as expect, will, anticipate, intend and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) estimated cost savings from the acquisition cannot be fully realized within the expected time frame; (2) revenues following the acquisition are lower than expected; (3) competitive pressure among depository institutions increases significantly; (4) costs or difficulties related to the integration of the businesses of TD Banknorth and Hudson United Bancorp are greater than expected; (5) changes in the interest rate environment reduce interest margins; (6) general economic conditions, either nationally or in the markets in which TD Banknorth will be doing business, are less favorable than expected; (7) legislation or changes in regulatory requirements adversely affect the businesses in which TD Banknorth would be engaged; or (8) factors which would result in a condition to the transaction not being met. None of TDBFG, TD Banknorth or Hudson United Bancorp undertakes any obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.
Additional Information About the Transaction
This press release may be deemed to be solicitation material in respect of the proposed merger of TD Banknorth and Hudson United Bancorp. In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. Shareholders of TD Banknorth and shareholders of Hudson United Bancorp are urged to read the registration statement and any other relevant documents filed with the SEC, including the
joint proxy statement/prospectus that will be part of the registration statement, because they will contain important information about the proposed merger. The final joint proxy statement/prospectus will be mailed to shareholders of TD Banknorth and shareholders of Hudson United Bancorp. Investors and security holders will be able to obtain the documents free of charge at the SECs website, www.sec.gov, from TD Banknorth, Two Portland Square, P.O. Box 9540, Portland, Maine 04112-9540, Attention: Investor Relations, or from Hudson United Bancorp, 1000 MacArthur Boulevard, Mahwah, New Jersey 07430, Attention: Investor Relations.
TD Banknorth, Hudson United Bancorp and their respective directors and executive officers and other members of management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed transactions. Information regarding TD Banknorths directors and executive officers is available in TD Banknorths proxy statement for its 2005 annual meeting of shareholders, which was filed with the SEC on April 20, 2005, and information regarding Hudson United Bancorps directors and executive officers is available in Hudson United Bancorps proxy statement for its 2005 annual meeting of shareholders, which was filed with the SEC on March 23, 2005. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.
CONTACT:
TD Bank Financial Group
Investor Relations: Scott Lamb 416-982-5075
Media Relations: Dianne Salt, 416-308-6807
TD Banknorth Inc.
Jeff Nathanson, 207-761-8517
The following investor presentation was used by The Toronto-Dominion Bank in connection with a conference call for shareholders and analysts on July 12, 2005:
TD Banknorth's Acquisition of Hudson United Bancorp Investing in New Avenues of Growth July 12, 2005 Ed Clark President and CEO TD Bank Financial Group Dan Marinangeli EVP and CFO TD Bank Financial Group |
This presentation contains forward-looking statements regarding TD Banknorth's acquisition of Hudson United Bancorp and the effect on TDBFG's earnings and percentage ownership of TD Banknorth. Words such as "expect", "will", "anticipate", "intend" and similar expressions are intended to identify forward-looking statements. These forward- looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) estimated cost savings from the acquisition cannot be fully realized within the expected time frame; (2) revenues following the acquisition are lower than expected; (3) competitive pressure among depository institutions increases significantly; (4) costs or difficulties related to the integration of the businesses of TD Banknorth and Hudson United Bancorp are greater than expected; (5) changes in the interest rate environment reduce interest margins; (6) general economic conditions, either nationally or in the markets in which TD Banknorth will be doing business, are less favorable than expected; (7) legislation or changes in regulatory requirements adversely affect the businesses in which TD Banknorth would be engaged; or (8) factors which would result in a condition to the transaction not being met. None of TDBFG, TD Banknorth or Hudson United Bancorp undertakes any obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. This presentation may be deemed to be solicitation material in respect of the proposed merger of TD Banknorth and Hudson United Bancorp. In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. Shareholders of TD Banknorth and shareholders of Hudson United Bancorp are urged to read the registration statement and any other relevant documents filed with the SEC, including the joint proxy statement/prospectus that will be part of the registration statement, because they will contain important information about the proposed merger. The final joint proxy statement/prospectus will be mailed to shareholders of TD Banknorth and shareholders of Hudson United Bancorp. Investors and security holders will be able to obtain the documents free of charge at the SEC's website, www.sec.gov, from TD Banknorth, Two Portland Square, P.O. Box 9540, Portland, Maine 04112-9540, Attention: Investor Relations, or from Hudson United Bancorp, 1000 MacArthur Boulevard, Mahwah, New Jersey 07430, Attention: Investor Relations. TD Banknorth, Hudson United Bancorp and their respective directors and executive officers and other members of management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed transactions. Information regarding TD Banknorth's directors and executive officers is available in TD Banknorth's proxy statement for its 2005 annual meeting of shareholders, which was filed with the SEC on April 20, 2005, and information regarding Hudson United Bancorp's directors and executive officers is available in Hudson United Bancorp's proxy statement for its 2005 annual meeting of shareholders, which was filed with the SEC on March 23, 2005. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available. Forward-Looking Statements And Other Information |
Investing in New Avenues of Growth Enhances TD Banknorth's community banking position in Connecticut and New York and extends TD Banknorth into New Jersey and Philadelphia Executing the strategy - supporting TD Banknorth's expansion into new contiguous markets Leveraging the flexibility of the TD Banknorth ownership structure: Combination of TD Banknorth shares and cash Cash via TD purchasing 29.6MM TD BNK shares at $31.79 from treasury TD to at least maintain current ownership of 55% via open market purchase or TD Banknorth share buyback TD Banknorth's proven operating and integration abilities create value and can unlock the potential of this franchise |
Continuing Growth Opportunities Illustrative Business Segment Earnings Mix1 P&C Wealth TD AMTD TD BNK Wholesale Q1 2005 825 170 128 173 291 TD Canada Trust (Canadian P&C) TD Securities (Wholesale) TD Waterhouse (Canadian Wealth) Based on YTD business segment earnings and pro forma TD Banknorth (including Hudson United) and pro forma TD Ameritrade |
The acquisition of Hudson United is accretive to BNK's EPS by 2007, the first full year of combined operations Note: Consummation date assumed to be March 31, 2006. Excludes impact of one-time merger-related charges. 1. Based on median First Call estimates for 2006. 2007 GAAP estimates apply 10% growth rate to 2006 GAAP EPS. Hudson United earnings exclude impact of landfill gas projects. 2. Cost savings phased in 90% in 2006 and 100% in 2007. 3. Assumes BNK repurchases its stock at close of transaction to target a 5.10% tangible equity / tangible assets ratio. Assumes 4.5% pre-tax cost of cash. Pro Forma Impact - Net Income |
Fiscal 2006 TD BNK Pro Forma GAAP Earnings (from slide 5) US$ 500MM US$ 599MM Pro Forma Net Income Accretion on a GAAP basis US$92MM US$151MM TD Banknorth/Hudson United Pro forma Net Income Accretion: FX conversion at 1.22 C$ 102 Net income accretion reported basis C$ 75MM TD share of net income accretion from Hudson United1 US$ 84MM Pro Forma Accretion to TD from Hudson United: Net income accretion before amortization of intangibles2 C$ 88MM US$ 34MM C$ 41 TD Banknorth/Hudson United Pro Forma GAAP Earnings (from slide 5) 408MM 448MM Funding cost from TD's cash portion of transaction & other costs (27) (16) C$ 5MM CDI amortization expense 7 13 Pro Forma EPS Accretion estimation: TD Shares outstanding (fully diluted) 713MM Reported basis C$ 0.11 Before amortization of intangibles C$ 0.12 C$ 12MM 713MM C$ 0.01 C$ 0.02 Assumes March 31, 2006 closing, with a one month lag in TD's consolidation Net income before amortization of intangibles is a non-GAAP measure. Please see page 13 of the TD 2004 Annual Report for an explanation of how the Bank reports. Illustration: Accretion to TD with 55.5% ownership TD portion of restructuring charge to P&L - (20) Fiscal 2007 Fiscal 2006 Fiscal 2007 Fiscal 2006 Fiscal 2007 |
Projected Capital Ratios at Close Note: This transaction by TD Banknorth uses approximately $1.4B of TD's capital Tangible common equity ratio: an appropriate lower end range is around 7.5% after close of TD Ameritrade Capital Ratio As at Q2/05 Net tangible common ratio 6.9% Tier 1 ratio 10.0% Pro Forma at Q2/05 with TD Ameritrade 8.7% 11.8% Pro Forma at Q2/05 with Hudson United 7.6% 10.7% Cumulative impact of noted transactions |