National Bank to Acquire TD's Institutional Services Business

MONTREAL, Aug. 1, 2013 /CNW Telbec/ - National Bank of Canada ("National Bank") and The Toronto-Dominion Bank ("TD"), through subsidiaries, have entered into an agreement providing for the acquisition by National Bank of TD's institutional services business known as TD Waterhouse Institutional Services.

Like National Bank's Correspondent Network ("NBCN"), TD Waterhouse Institutional Services is a leader in the provision of back-office solutions, including custody, trading, clearing, settlement and record keeping, for independent Canadian based registered portfolio managers and introducing brokers.

The purchase price for the acquisition is $250 million, subject to a price adjustment mechanism based on asset retention. The transaction is expected to increase National Bank's 2014 and 2015 recurring EPS by $0.12 and $0.14, respectively, assuming full benefit of the acquisition in fiscal year 2014. National Bank estimates the transaction will reduce its Common Equity Tier 1 ratio under Basel III rules by approximately 40 basis points. National Bank expects its Common Equity Tier 1 ratio to remain above 8% following closing of the transaction. Closing is expected to occur later this year, subject to receipt of required regulatory approvals and other transaction terms and conditions.

"Our Correspondent Network is today a leader in Canada's wealth management landscape as a provider of services which support over 140 independent market intermediary portfolio managers, brokers and dealers, who collectively serve over 350,000 client accounts and manage client assets of over $50 billion.  Through this acquisition, we will extend our reach by adding over 260 additional market intermediaries who serve over 130,000 client accounts and manage approximately $34 billion in assets," said Luc Paiement, Co-President and Co-Chief Executive Officer, National Bank Financial and Executive Vice-President -Wealth Management.

"I am confident our clients and our employees will continue to prosper under the stewardship of National Bank," said Mushtak Najarali, Senior Vice President, TD Waterhouse Institutional Services. "TD Waterhouse Institutional Services was established in 1987 and since that time has grown to become a leading provider of complete back-office solutions and support services for registered independent portfolio managers and introducing brokers across Canada.  This acquisition will also provide National Bank an outstanding team of employees who have served our clients with professional excellence and outstanding commitment."

Conference call
The conference call regarding this acquisition will take place on Thursday, August 1, 2013 at 1:30 p.m. EDT.

• Access via telephone in a listen-only mode: 1-866-862-3930 or 416-695-7806 (access code is 8792518#).
• Live Internet broadcast of the conference call will also be accessible at www.nbc.ca/investorrelations.

Rebroadcast of conference call
The conference call recording will be available until September 2, 2013 by dialing 1-800-408-3053 or 905-694-9451 (access code is 5345523#).

About National Bank of Canada
With $185 billion in assets as at April 30, 2013, National Bank of Canada (www.nbc.ca), together with its subsidiaries, forms one of Canada's leading integrated financial groups, and was named among the 20 strongest banks in the world by Bloomberg Markets magazine. The Bank has close to 20,000 employees and is widely recognized as a top employer. Its securities are listed on the Toronto Stock Exchange (TSX: NA). Follow the Bank's activities via social media and learn more about its extensive community involvement at clearfacts.ca and commitment.nationalbank.ca.

About National Bank Correspondent Network
With more than 20 years of continuous service, National Bank Correspondent Network is an important provider of wholesale securities processing in Canada and continually redefines the industry through innovative product development, expert client care and leading technology.  National Bank Correspondent Network provides execution, clearing, custody, prime brokerage and administrative services to Independent Securities firms and Portfolio Managers. The team is dedicated to giving our clients the very best of service and the breadth of investment choices necessary to build a successful practice.

Forward‐Looking Statements
Certain statements included in this press release constitute forward-looking statements meant for its interpretation and shouldn't be used for other purposes. These forward‐looking statements are made as of the date of this document. There is a strong possibility that express or implied projections contained in these forward-looking statements will not materialize or will not be accurate. The Bank recommends that readers not place undue reliance on these statements, as a number of factors, many of which are beyond the Bank's control, could cause actual future results, conditions, actions or events to differ significantly from the targets, expectations, estimates or intentions expressed in the forward-looking statements. These factors include, without limitation, the ability to attract and retain key employees who will support the acquired institutional services business, including certain senior management of the acquired institutional services business; the ability to complete the conversion of the client records, systems and operations supporting the acquired business within anticipated time periods and costs; the retention of substantially all of the clients of the acquired institutional services business following the closing; together with general factors such as credit risk, market risk, liquidity risk, operational risk, regulatory risk, and reputation risk, (all of which are described in greater detail in the Risk Management section that begins on page 57 of the Bank's 2012 Annual Report available at www.sedar.com); the general economic environment and financial market conditions in Canada, changes in the accounting policies the Bank uses to report its financial condition, including uncertainties associated with assumptions and critical accounting estimates; tax laws in Canada; and changes to capital and liquidity guidelines and to the manner in which they are to be presented and interpreted.

The Bank assumes no obligation to update or revise these forward-looking statements to reflect new events or circumstances and cautions readers not to place undue reliance on them.

SOURCE: National Bank of Canada