What is the deal that is being announced?
TD Bank Financial Group’s plan is to acquire Carolina First and Mercantile Bank
by the purchase of The South Financial Group, Inc. (TSFG).
Following the completion of the acquisition, which is subject to regulatory and
TSFG shareholder approval, Carolina First and Mercantile Bank will become part of
TD Bank, America’s Most Convenient Bank®. TD Bank is committed to delivering
legendary service and unparalleled convenience to Customers. And with TD Bank Financial
Group’s proposed acquisition of Carolina First and Mercantile Bank, we can continue
to grow and expand on that commitment to South Carolina, North Carolina, and Florida.
Who is TD Bank, America’s Most Convenient Bank?
TD Bank is one of the 15 largest banks in the U.S., with more than 6.5 million Customers,
$152 billion in assets1, $81 billion in deposits1, more than
23,000 Employees and over 1,100 retail locations and 2,660 ATMs from Maine to Florida.
Providing Customers with unparalleled convenience and legendary service is central
to their brand promise – and what TD Bank is all about.
TD Bank is part of TD Bank Financial Group, a top10 bank in North America , and
one of the strongest financial institutions in the world. TD Bank Financial Group
is one of the few banks rated Aaa by Moody's2 and also one of the
few banks in the world to avoid losses due to the U.S. sub-prime mortgage market.TD
Bank Financial Group was recently ranked one of the safest banks in North America
by Global Finance Magazine. As a Customer, you can feel safe and secure in your
banking.
Why is TSFG being acquired by TD Bank Financial Group?
This opportunity allows TD Bank, America’s Most Convenient Bank to continue to grow
and Build The Better Bank from Maine to Florida. TSFG and TD Bank share a relationship
bank operating philosophy: straightforward banking services delivered by a team
of knowledgeable professionals in a personal, service-oriented manner. TSFG’s board
and management have conducted a broad and extensive process over the last six months
to seek the best outcome for our shareholders, as well as for our customers, employees
and the communities we serve. TD Bank is a strongly capitalized financial institution
with a prudent approach to risk management. It is committed to maintaining TSFG’s
tradition of customer service and community involvement. TD Bank Financial Group’s
Aaa-rated financial strength will help the combined company position itself for
future success and long-term growth.
Will Carolina First and Mercantile Bank merge with TD Bank?
Yes, subject to regulatory and TSFG shareholder approvals. For now, it is business
as usual for all Customers and Employees of Carolina First and Mercantile Bank.
Customers can continue to bank as they always have, with the same friendly and helpful
staff.
How will this announcement affect Carolina First and Mercantile Employees?
We will work with Employees to ensure they are notified of any changes in a timely
manner after closing. All transition plans will be pending regulatory and shareholder
approval of the transaction. As always, we are committed to treating all Employees
fairly and equitably during this process.
How does being a part of TD Bank benefit Customers?
At TD Bank, America’s Most Convenient Bank, Customers can expect to receive unparalleled
convenience, legendary service and outstanding choices to meet their financial needs.
If the acquisition is approved, and as we transition to TD Bank, Customers can look
forward to an expanded range of products and services through TD Bank as well as
through TD Securities and TD Insurance.
Customers will also enjoy the convenience of banking in their neighborhood, with
longer hours, legendary service and hassle-free banking. Additionally, Customers
will have access to over 1,100 stores from Florida to Maine, Online Banking, 24/7
live Customer Service by phone, automated telephone banking and over 5,300 ATMs
across the U.S. and Canada. Customers can bank anywhere, anytime.
How will TD Bank support our communities?
TD Bank is committed to building stronger communities. We believe being part of
a community carries with it a responsibility, especially during a time when charitable
organizations and members of our communities need us most.
The TD Charitable Foundation has donated more than $58.2 million to charitable organizations
in the United States since its inception in 2002, and $13.9 million in 2009 alone.
In 2009, an additional $6.8 million was provided through community sponsorships
and $715 thousand through Employee contributions – a total of $20.5 million to help
improve the quality of life for the people in our communities.3
What do I do if I am a current shareholder of TSFG?
At this point, TSFG shareholders are not being asked to do anything. However, in
the near future the proposed merger will be submitted to TSFG’s shareholders for
their consideration via a proxy statement-prospectus.
Shareholders are urged to read the final proxy statement-prospectus when it becomes
available because it will describe the proposed merger and contain other important
information.
When do you expect to complete the acquisition?
We currently expect to complete the acquisition transaction in late 2010, pending
the approvals of TSFG shareholders and the necessary regulatory approvals. We promise
to keep you updated on the status of the acquisition and any other news we feel
is important to you.
I received an email that looked like it was from the bank [TD Bank, TD Bank Financial
Group, Carolina First and Mercantile Bank] which asked me to provide account information.
Is this real?
No. TD Bank, TD Bank Financial Group, Carolina First and Mercantile Bank will not
send you any email to ask or call you to ask for personal or account information
at any time. Do not follow any links in these emails or provide any personal or
account information to anyone.
1Total assets, deposits and loans for
U.S. Personal and Commercial Banking business segment of The Toronto-Dominion Bank.
For the purpose of this document, Total Assets were shown in U.S. dollars based
on an exchange rate of 1.069 as at January 31, 2010. Total Deposits and Total Loans
reported are averages for the first quarter ended January 31, 2010. Total Loans
include personal and business loans, but do not include debt securities classified
as loans. Total Deposits include personal and business deposits. The average deposits
amount excludes the impact related to the money market deposit account (MMDA) agreement
with TD AMERITRADE.
2 The long term debt (deposits) of The Toronto-Dominion
Bank, the parent company of the TD Bank, N.A., was as of March 4, 2010, rated Aaa
by Moody’s Investor Services. For detailed credit ratings for The Toronto-Dominion
Bank and TD Bank, N.A., visit http://www.td.com/investor/credit.jsp
3 Contributions provided through the TD Charitable Foundation,
the charitable giving arm of TD Bank, N.A.
FORWARD-LOOKING
STATEMENTS
The information presented contains forward-looking statements about TSFG and
the proposed transaction between the TSFG and The Toronto-Dominion Bank (TD). There
are several factors – many beyond TSFG’s control – that could cause actual results
to differ significantly from expectations described in the forward-looking statements.
Among these factors are the receipt of necessary regulatory approvals and the approval
of TSFG’s shareholders. Forward-looking statements speak only as of the date they
are made, and we do not undertake any obligation to update them to reflect changes
that occur after that date. For a discussion
of factors that may cause actual results to differ from expectations, refer to TSFG’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, and Annual Report
on Form 10-K for the year ended December 31, 2009, including information incorporated
into TSFG’s 10-K from its 2009 annual report, filed with the Securities and Exchange
Commission (SEC) and available on the SEC’s website at www.sec.gov.
MORE INFORMATION ABOUT THE MERGER AND WHERE TO FIND
IT
The proposed merger transaction involving The Toronto-Dominion
Bank and The South Financial Group, Inc. will be submitted to The South Financial
Group, Inc.’s shareholders for their consideration. Shareholders are encouraged
to read the proxy statement/prospectus regarding the proposed transaction when it
becomes available because it will contain important information. Shareholders
will be able to obtain a free copy of the proxy statement/prospectus, as well as
other filings containing information about The Toronto−Dominion Bank and The South
Financial Group, Inc., without charge, at the SEC’s Internet site (http://www.sec.gov).
Copies of the proxy statement/prospectus and the filings with the SEC that will
be incorporated by reference in the proxy statement/prospectus can also be obtained,
when available, without charge, by directing a request to TD Bank Financial Group,
66 Wellington Street West, Toronto, ON M5K 1A2, Attention: Investor Relations, 1-866-756-8936,
or to The South Financial Group, Inc., Investor Relations, PO Box 1029, Greenville,
South Carolina 29602, 1-888-592-3001.
The Toronto-Dominion Bank, The South Financial Group,
Inc., their respective directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding The Toronto-Dominion Bank’s directors and
executive officers is available in its Annual Report on Form 40-F for the year ended
October 31, 2009, which was filed with the Securities and Exchange Commission on
December 03, 2009, and in its notice of annual meeting and proxy circular for its
most recent annual meeting, which was filed with the Securities and Exchange Commission
on February 25, 2010. Information regarding The South Financial Group, Inc.’s
directors and executive officers is available in The South Financial Group, Inc.’s
proxy statement for its most recent annual meeting, which was filed with the Securities
and Exchange Commission on April 07, 2010. Other information regarding the
participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus
and other relevant materials to be filed with the SEC when they become available.
