TD Acquires Majority Interest in Banknorth Group

On March 1, 2005, the Toronto-Dominion Bank (TD) acquired a 51 per cent interest in Banknorth Group, Inc., a New England-based bank offering personal and commercial banking, insurance, investment planning, and wealth management services. The acquisition was first announced on August 26, 2004 and was implemented through two consecutive merger transactions following approval of the acquisition by the shareholders of Banknorth Group on February 18, 2005.

First, Banknorth Group reincorporated from Maine to Delaware by merging with a wholly-owned Delaware subsidiary to form Banknorth Delaware Inc. (Banknorth Delaware). In this “migratory” merger, shares of Banknorth Group were converted into an equal number of shares of Banknorth Delaware. Second, immediately following the migratory merger Banknorth Delaware merged with a wholly-owned subsidiary of TD and continued under the name “TD Banknorth Inc.” Pursuant to this “acquisition” merger, each share of Banknorth Delaware was exchanged for a package of consideration consisting of: (1) 0.2351 of a TD common share; (2) US$12.24 in cash; and (3) 0.49 of a Banknorth Delaware common share. Interests in fractional shares were paid out in cash. Based on the price of TD common shares as of the closing, the aggregate consideration paid by TD to acquire the 51 per cent interest was approximately US$4.1 billion.

TD was led by its in-house legal team consisting of Christopher Montague, executive vice-president and general counsel, and assisted by Norie Campbell, Sandra Mundy, Sandra Caswell, Richard Neiman and Johnathon Brent. TD was assisted in the US by Lee Meyerson, Ellen Patterson, Elizabeth Cooper, Charles Rappaport, Gary Mandel, Ken Edgar and Gary Rice of Simpson Thacher & Bartlett LLP; and in Canada by Osler, Hoskin & Harcourt LLP with a team that included Brian Levitt, Robert Yalden, Dana Easthope and Osman Aboubakr (M&A), John Jason and Joyce Bernasek (financial services), and Firoz Ahmed and Dean Gresdal (tax).

Banknorth was represented by in-house counsel Carol Mitchell, with assistance in the US from Gerard Hawkins of Elias, Matz, Tiernan & Herrick LLP, and Edward Herlihy and Lawrence Makow of Wachtell, Lipton, Rosen & Katz; and in Canada by Jonathan Lampe and Bill Rosenfeld of Goodmans LLP.

Goldman Sachs, the financial advisor to TD, was represented by Rick Sutin and Terry Dobbin of Ogilvy Renault LLP as to Canadian law matters, and Fred White III and David Ingles of Skadden, Arps, Slate, Meagher & Flom LLP as to US law matters.