TD
Banknorth to Expand Its Presence in Northern New Jersey with the
Acquisition
of Interchange Financial Services Corporation
Majority
Shareholder TD Bank Financial Group Supports Strategic Complement to Recent
Hudson
United Acquisition
Toronto,
April 13, 2006: As
announced earlier in a joint press release, TD Banknorth Inc. (NYSE: BNK)
has
entered into a definitive agreement to acquire Interchange Financial Services
Corporation (“Interchange”) (NASDAQ: IFCJ), the parent company of Interchange
Bank, for US$480.6 million in an all cash transaction. The deal is subject
to
approval by shareholders of Interchange, as well as customary regulatory
approvals.
"We
are pleased to continue our expansion in the wealthy and dynamic market
of northern New Jersey," said William J. Ryan, TD Banknorth Chairman, President
and Chief Executive Officer. "This is an excellent complement to our recent
acquisition of Hudson United."
“This
transaction is a perfect fit for TD Banknorth and TD Bank Financial Group
is
pleased to support another transaction that moves us closer to our shared
vision
of a U.S. growth franchise,” said Ed Clark, President and Chief Executive
Officer of TD Bank Financial Group.
On
a pro forma basis, the acquisition of Interchange will position TD Banknorth
as
New Jersey’s 9th largest bank and the 5th largest in Bergen County based on
total deposits.
What
this means for TD Bank Financial Group
The
cash for the transaction will be financed primarily through TD Banknorth's
sale
of approximately 13 million shares of TD Banknorth common stock to TD Bank
Financial Group (TDBFG), TD Banknorth's majority shareholder, at a price
of
US$31.17 per share, for a total of approximately US$405 million. On a pro
forma
basis TDBFG’s percentage ownership of TD Banknorth will increase to
approximately 58.6% after giving effect to the transaction.
While
the transaction is not material for TDBFG, it is expected to be slightly
accretive to TDBFG’s consolidated earnings in the first year.
For
further details on what this means for TD Banknorth, please refer to the
joint
press release issued earlier this afternoon with Interchange Financial
Services
Corporation and TD Banknorth’s analyst presentation that is available at
www.tdbanknorth.com/investorrelations.
Conference
Call Details
TD
Banknorth will hold an analyst conference call on Monday, April 17, 2006,
at
8:30 a.m. Eastern Daylight 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. Ed Clark, President
and CEO, TD Bank Financial Group, and Colleen Johnston, TD Bank Financial
Group
Chief Financial Officer, will join the call to discuss the transaction
from
TDBFG’s perspective. The dial-in number for the call in the USA and Canada is
800-901-5226 and the international dial-in number is 617-786-4513. The
passcode
for the call is 76722311. The conference call is also being webcast by
CCBN and
can be accessed at TD Banknorth's website at www.tdbanknorth.com/investorrelations.
About
TD Bank Financial Group
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 TD Waterhouse and an investment
in TD
Ameritrade; Wholesale Banking, including TD Securities; and U.S. Personal
and
Commercial Banking through TD Banknorth. TD Bank Financial Group also ranks
among the world's leading on-line financial services firms, with more than
4.5
million online customers. TD Bank Financial Group had CDN$384 billion in
assets,
as of January 31, 2006. 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 January 31, 2006, TD Banknorth had over US$40 billion of total consolidated
assets and provided financial services to more than 1.5 million households
in
the Northeast. TD Banknorth's banking subsidiary, TD Banknorth, N.A., operates
banking divisions in Connecticut, Maine, Massachusetts, New Hampshire,
New
Jersey, New York, Pennsylvania and Vermont. TD Banknorth and TD Banknorth,
N.A.
also operate subsidiaries and divisions in insurance, wealth management,
merchant services, mortgage banking, government banking, private label
credit
cards, insurance premium financing and other financial services and offers
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 Banknorth’s
acquisition of Interchange Financial Services Corporation and the effect
on
TDBFG’s earnings and percentage ownership of TD Banknorth. Words such as
"expect", "feel", "believe", "will", "may", "anticipate", "plan", "estimate",
"intend", "should" 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
Interchange Financial Services Corporation 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 Interchange
Financial Services Corporation 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.
-30-
For
Further Information:
TD
Bank Financial Group
Investor
Relations: Scott Lamb, 416-982-5075
Media
Relations: Simon Townsend, 416-944-7161
TD
Banknorth Inc.
Jeff
Nathanson: 207-761-8517