Schwab to acquire TD Ameritrade in $26bn all-stock deal

Maria Nikolova

TD Ameritrade stockholders will receive 1.0837 Schwab shares for each TD Ameritrade share.

Speculation about The Charles Schwab Corporation being in talks to acquire TD Ameritrade Holding Corporation has been circulating in media for several days. Today, the companies announce that they have entered into a definitive agreement for Schwab to acquire TD Ameritrade in an all-stock transaction valued at approximately $26 billion.

Under the transaction terms, TD Ameritrade stockholders will receive 1.0837 Schwab shares for each TD Ameritrade share. This represents a 17% premium over the 30-day volume weighted average price exchange ratio as of November 20, 2019.

The deal is seen to create significant strategic benefits for the combined organization and is expected to deliver attractive returns for the owners of both companies, while further improving the investing and trading experience of both Schwab and TD Ameritrade clients. The combination allows Schwab to continue to add further scale on top of its organic growth, helping to drive sustainable, profitable growth and long-term value creation.

More specifically, the acquisition will add to Schwab approximately 12 million client accounts, $1.3 trillion in client assets, and approximately $5 billion in annual revenue. The resulting combined firm is expected to serve 24 million client accounts with more than $5 trillion in client assets; taken together, the two firms recently generated total annualized revenue and pre-tax profits of approximately $17 billion and $8 billion, respectively.

The transaction has been unanimously approved by the Boards of Directors of Schwab and TD Ameritrade, as well as the Strategic Development Committee of TD Ameritrade’s Board.

Post-closing, The Toronto-Dominion Bank (TD Bank), which currently holds approximately 43% of TD Ameritrade’s common stock, will have an estimated aggregate ownership position of approximately 13% in the combined company, with other TD Ameritrade stockholders and existing Schwab stockholders holding approximately 18% and 69%, respectively. TD Bank’s voting stake will be capped at 9.9%, with the balance of its position held in a new, non-voting class of Schwab common stock.

With anticipated synergies, the deal is expected to be 10-15% accretive to GAAP EPS and 15-20% accretive to Operating Cash EPS in year three, post-close. Current estimates are for approximately $1.8 to $2 billion run-rate expense synergies, which represents approximately 18-20% of the combined cost base. Some of the expense synergies the combined firm expects to realize will come from elimination of overlapping and duplicative roles. Additional synergies are expected to be achieved through real estate, administrative and other savings.

The transaction is subject to customary closing conditions, including receipt of applicable regulatory approvals and approval by the stockholders of both companies. Closing is also subject to a “majority of the minority” TD Ameritrade stockholder approval condition. TD Bank and certain stockholders of TD Ameritrade (who collectively own approximately 52% of the TD Ameritrade shares), and certain stockholders associated with Charles R. Schwab (who own approximately 10% of the Schwab shares), have agreed to vote their shares in favor of the transaction.

The parties expect the transaction to close in the second half of 2020, and integration efforts to commence immediately thereafter.

Following the close of the transaction, TD Bank will have the right to name two new seats on the Schwab Board of Directors and TD Ameritrade will name a single director.

The integration of the two firms is expected to take between 18 and 36 months, following the close of the transaction. Schwab has named Senior EVP and COO Joe Martinetto to oversee the integration initiative, assisted by a team of experts from both Schwab and TD Ameritrade.

As part of the integration process, the corporate headquarters of the combined company will eventually relocate to Schwab’s new campus in Westlake, Texas.

With today’s announcement, the TD Ameritrade Board of Directors has suspended its previously disclosed CEO search, naming Stephen Boyle, TD Ameritrade EVP and CFO, as the company’s interim President and CEO. Mr Boyle will assume leadership of the company effective immediately, guiding its management team through its fiscal 2020 plan and the proposed integration with Schwab.

Read this next

Executive Moves

Investall hires ex-DriveWealth Steve Cortright as CEO

Investall is an AI-driven mobile trading platform for personal finance and investing that delivers AI-driven trading for thousands of equities and major cryptocurrencies.

Digital Assets

SIX integrates CryptoCompare’s cryptocurrency data feed

SIX will provide digital asset data to its clients via the same delivery channels as its leading reference, pricing, corporate actions, regulatory, tax and ESG data.

Digital Assets

CME Group to launch reference rates and indices on Avalanche (AVAX), Filecoin (FIL), and Tezos (XTZ)

Several leading crypto exchanges and trading platforms will provide pricing data for these new benchmarks, starting initially with Bitstamp, Coinbase, Gemini, itBit, Kraken, and LMAX Digital.

Technology

OneConnect launches operation in ADGM further expanding in Middle East

OneConnect has launched its regional operations in Abu Dhabi Global Market (ADGM), the leading international financial centre of the capital of the UAE, after having worked together on the creation of the ADGM Digital Lab which was launched in April 2021. The ADGM Digital Lab is a marketplace and industry sandbox to encourage the development […]

Industry News

Bitso powers crypto into Via’s payroll platform as remote work triples by 2027

“We are also allowing companies to hire international talent without worrying about administrative issues.”

Retail FX

Vantage partners with FinaCom for external dispute resolution and up to €20,000 protection per client

Vantage has joined the Financial Commission (FinaCom) as a member, thus gaining access to the external dispute resolution body’s range of services and membership benefits, including the unbiased resolution process facilitated by FinaCom, and the protection of up to €20,000 per client, covered by the FinaCom’s compensation fund.

Digital Assets

LMAX Digital onboards Bryan Christian and Cassandra Cox to lead sales

Institutional cryptocurrency exchange LMAX Digital continues to undergo a series of changes in its top ranks as it continues to build its presence globally. Two industry veterans, Bryan Christian and Cassandra Cox, have joined the group as its newest sales directors in Europe and USA.

Digital Assets

Cake DeFi introduces Ethereum Staking with 5% returns

Cake DeFi, a Singapore-based DeFi platform, is launching its Ethereum (ETH) staking service for retail and institutional customers.

Retail FX

FX trading rebounds 405pct at Saxo Bank in September

In a volatile market driven by Russia-Ukraine headlines, FX trading volumes through Saxo Bank have rebounded strongly in September to the highest level in three months.

<