Notice of Pendency and Proposed Settlement of Class Action Involving Record and Beneficial Holders of Ameritrade Common Stock During the Period From and Including November 25, 2019 Through and Including October 6, 2020

SEATTLE, May 23, 2022 /PRNewswire/ -- 

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SUMMARY NOTICE OF PENDENCY AND PROPOSED
SETTLEMENT OF STOCKHOLDER CLASS ACTION,
SETTLEMENT HEARING, AND RIGHT TO APPEAR

This notice is for all record holders and beneficial holders of TD Ameritrade Holding Corporation ("Ameritrade") common stock at any point during the period from and including November 25, 2019, the date of the definitive merger agreement between Ameritrade and The Charles Schwab Corporation, through and including October 6, 2020, the date the Merger closed (the "Settlement Class").

Certain persons and entities are excluded from the Settlement Class by definition, as set forth in the full Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear (the "Notice"), available at www.AmeritradeMergerLitigation.com.  Any capitalized terms used in this Summary Notice that are not otherwise defined in this Summary Notice shall have the meanings given to them in the Stipulation and Agreement of Compromise, Settlement, and Release dated March 25, 2022 (the "Stipulation").

Please read this SUMMARY NOTICE carefully.  Your rights will be affected by a class action lawsuit pending in this court.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the "Court"), that the above-captioned stockholder class action (the "Action") is pending in the Court. 

YOU ARE ALSO NOTIFIED that (i) plaintiff Brett Hawkes ("Plaintiff"), on behalf of himself and the Settlement Class, and (ii) defendants (a) The Toronto-Dominion Bank and its affiliates TD Group US Holdings LLC ("TD Group US"), TD Bank USA, National Association ("TD Bank USA"), and TD Bank, National Association ("TD Bank N.A." and together with TD Group US and TD Bank USA, "TD Bank"); (b) Tim Hockey, Brian Levitt, Karen Maidment, Bharat Masrani, Irene Miller, Joseph Moglia, Wilbur Prezzano, and Stephen Boyle (collectively, the "Individual Defendants"); and (c) The Charles Schwab Corporation ("CSC," and together with TD Bank and the Individual Defendants, "Defendants") have entered into a proposed settlement for, among other consideration, $31,500,000 (the "Settlement").  The terms of the Settlement are stated in the Stipulation entered into between Plaintiff and Defendants dated March 25, 2022, a copy of which is available at www.AmeritradeMergerLitigation.com.  If approved by the Court, the Settlement will resolve all claims in the Action.

A hearing (the "Settlement Hearing") will be held on July 11, 2022 at 1:30 p.m., before The Honorable Paul A. Fioravanti, Jr., Vice Chancellor, either in person at the Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, or by telephone or video conference (in the discretion of the Court), to, among other things: (i) determine whether the Action may be permanently maintained as a non-opt out class action and whether the Settlement Class should be certified permanently, for purposes of the Settlement, pursuant to Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2); (ii) determine whether Plaintiff may be permanently designated as representative for the Settlement Class and Plaintiff's Co-Lead Counsel as counsel for the Settlement Class, and whether Plaintiff and Plaintiff's Co-Lead Counsel have adequately represented the interests of the Settlement Class in the Action; (iii) determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Settlement Class, and should be approved by the Court; (iv) determine whether the Judgment, substantially in the form attached as Exhibit D to the Stipulation, should be entered dismissing the Action with prejudice as against Defendants; (v) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vi) determine whether the application by Plaintiff's Co-Lead Counsel for an award of attorneys' fees and expenses, including Plaintiff's application for an incentive award, should be approved; (vii) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, the application by Plaintiff's Co-Lead Counsel for an award of attorneys' fees and expenses, and/or Plaintiff's application for an incentive award; and (viii) consider any other matters that may properly be brought before the Court in connection with the Settlement. 

Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, www.AmeritradeMergerLitigation.com.

If you are a member of the Settlement Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund.  If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator at Ameritrade Merger Litigation, c/o JND Legal Administration, P.O. Box 91212, Seattle, WA 98111, 1-888-964-2135.  A copy of the Notice can also be downloaded from the Settlement website, www.AmeritradeMergerLitigation.com.

If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to Eligible Closing Date Stockholders in accordance with the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court.  Pursuant to the proposed Plan of Allocation, each Eligible Closing Date Stockholder will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of shares held by the Eligible Closing Date Stockholder at the time such shares were converted into the right to receive the Merger Consideration in connection with the Closing of the Merger and (ii) the "Per-Share Recovery" for the Settlement, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of shares held by all of the Eligible Closing Date Stockholders at the time such shares were converted into the right to receive the Merger Consideration in connection with the Closing of the Merger.  As explained in further detail in the Notice at paragraphs 37-42, pursuant to the Plan of Allocation, payments from the Net Settlement Fund to Eligible Closing Date Stockholders will be made in the same manner in which Eligible Closing Date Stockholders received the Merger Consideration.  Eligible Closing Date Stockholders do not have to submit a claim form to receive a payment from the Settlement.

Any objections to the proposed Settlement, the proposed Plan of Allocation, or Plaintiff's Co-Lead Counsel's application for an award attorneys' fees and expenses, including Plaintiff's application for an incentive award, must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiff's Co-Lead Counsel and Defendants' Counsel such that they are received no later than June 27, 2022, in accordance with the instructions set forth in the Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this Summary Notice.  All questions about this Summary Notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Plaintiff's Co-Lead Counsel.

Requests for the Notice should be made to the Settlement Administrator:

Ameritrade Merger Litigation
c/o JND Legal Administration
P.O. Box 91212
Seattle, WA 98111
1-888-964-2135
[email protected]
www.AmeritradeMergerLitigation.com

Inquiries, other than requests for the Notice, should be made to
Plaintiff's Co-Lead Counsel:

BY ORDER OF THE COURT OF
CHANCERY OF THE STATE OF
DELAWARE

SOURCE JND Legal Administration