![]() ![]() Retail, TD Bank Group and President and CEO, TD Bank, advised that "e do expect to close the transaction at the end of the fiscal first quarter. On September 14, 2022, at the Barclays Global Financial Services Conference, when asked for an update on the timeline for the Transaction, Defendant Leo Salom ("Salom"), Group Head, U.S. Masrani ("Masrani"), reiterated that he expected the Transaction "to close in the first fiscal quarter of 2023." When asked about any risks that may delay the Transaction from closing, Defendant Masrani responded, "ur deal continues to progress in the normal course, there is nothing out there to suggest that, that is different this time around."ĭefendant Masrani was not the only TD Bank executive to reassure analysts concerning the timeline for closing the Transaction. On August 25, 2022, on TD Bank's Q3 2022 earnings call, TD Bank's Group President and Chief Executive Officer ("CEO"), Defendant Bharat B. The Complaint alleges that, throughout the Class Period, Defendants made materially false and misleading statements and omissions concerning the risks to regulatory approval of the Transaction posed by TD Bank's materially deficient anti-money laundering ("AML") policies and procedures, which caused Plaintiff and other Class members to suffer significant losses when these undisclosed regulatory risks materialized and caused the market value of FHN's securities to decline precipitously. On a conference call to discuss the Transaction held on February 28, 2022, an analyst observed that "there's a lot of sensitivity around regulatory approval process for M&A in the U.S.," and then asked TD Bank's senior management about their "comfort level on getting deal closing done" within the timeline announced. and Canadian regulatory authorities." The Feb 2022 Press Release further advised that (i) if "the transaction does not close prior to Novem, First Horizon shareholders will receive, at closing, an additional US$0.65 per share on an annualized basis for the period from Novemthrough the day immediately prior to the closing," and (ii) "he transaction will terminate, unless otherwise extended, if it does not close by February 27, 2023." With respect to the timeline for closing the Transaction, a joint press release (" Feb 2022 Press Release") issued by TD Bank and FHN on February 28, 2022, announcing the deal explained that the " transaction is expected to close in the first quarter of TD's 2023 fiscal year, and is subject to customary closing conditions, including approvals from First Horizon's shareholders and U.S. On February 28, 2022, FHN and TD Bank jointly announced that TD Bank had agreed to acquire FHN for $25.00 per share in cash ("Transaction"), which represented a 37% premium to FHN's share price from its close on the prior trading day. ![]()
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