Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Agreement and Plan of Merger
As previously disclosed, on November 24, 2019, The Charles Schwab Corporation, a
Delaware corporation ("Schwab"), entered into an Agreement and Plan of Merger
(the "Merger Agreement") with TD Ameritrade Holding Corporation, a Delaware
corporation ("TD Ameritrade"), and Americano Acquisition Corp., a Delaware
corporation and direct wholly owned subsidiary of Schwab ("Merger Sub"). In
accordance with the terms of the Merger Agreement, immediately prior to the
effective time of the merger contemplated by the Merger Agreement, Schwab's
certificate of incorporation will be amended as set forth on Exhibit B to the
Merger Agreement (the "Charter Amendment").
On May 14, 2020, Schwab, TD Ameritrade and Merger Sub entered into Amendment
No. 1 to the Merger Agreement (the "Merger Agreement Amendment"). The Merger
Agreement Amendment revises the Charter Amendment to reflect certain technical
changes to the transfer restrictions applicable to the Parent Nonvoting Common
Stock (as defined in the Merger Agreement) and to remove the option, exercisable
under certain limited circumstances, of a holder of the Parent Nonvoting Common
Stock to convert the Parent Nonvoting Common Stock to Parent Common Stock (as
defined in the Merger Agreement).
Other than as expressly modified pursuant to the Merger Agreement Amendment, the
Merger Agreement remains in full force and effect as originally executed on
November 24, 2019. The foregoing descriptions of the Merger Agreement and the
Merger Agreement Amendment do not purport to be complete and are qualified in
their entirety by reference to the full text of the Merger Agreement and the
Merger Agreement Amendment, respectively, copies of which are attached hereto as
Exhibits 2.1 and 2.2, respectively, and each of which is incorporated herein by
reference.
Item 8.01. Other Events.
Schwab has prepared a Supplement to the Joint Proxy Statement/Prospectus for the
Special Meeting of Stockholders to be held June 4, 2020 describing the Merger
Agreement Amendment and the revised Charter Amendment, a copy of which is
attached hereto as Exhibit 99.1 and which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are attached hereto:
Exhibit
No. Description of Exhibit
2.1*+ Agreement and Plan of Merger, dated as of November 24, 2019, by and
among The Charles Schwab Corporation, TD Ameritrade Holding
Corporation and Americano Acquisition Corp. (incorporated by
reference to Exhibit 2.1 to Schwab's Current Report on Form 8-K filed
with the SEC on November 27, 2019).
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of May
14, 2020, by and among The Charles Schwab Corporation, TD Ameritrade
Holding Corporation and Americano Acquisition Corp.
99.1 Supplement to the Joint Proxy Statement/Prospectus for the Special
Meeting of Stockholders to be held June 4, 2020, dated May 15, 2020.
* Incorporated by reference and not filed herewith.
+ The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. Schwab agrees to furnish supplementally a copy of such
schedules and exhibits, or any section thereof, to the SEC upon request.
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Important Information About the Transaction and Where to Find it
In connection with the proposed transaction between Schwab and TD Ameritrade,
Schwab and TD Ameritrade have filed and will file relevant materials with the
Securities and Exchange Commission (the "SEC"). Schwab has filed a registration
statement on Form S-4 that includes a joint proxy statement of Schwab and TD
Ameritrade that also constitutes a prospectus of Schwab. The registration
statement on Form S-4, as amended, was declared effective by the SEC on May 6,
2020 and Schwab and TD Ameritrade mailed the definitive joint proxy
statement/prospectus to their respective stockholders on or about May 6, 2020.
INVESTORS AND SECURITY HOLDERS OF SCHWAB AND TD AMERITRADE ARE URGED TO READ THE
REGISTRATION STATEMENT, THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may
obtain free copies of the registration statement and the definitive joint proxy
statement/prospectus and other documents filed with the SEC by Schwab or TD
Ameritrade through the website maintained by the SEC at http://www.sec.gov or by
contacting the investor relations department of Schwab or TD Ameritrade at the
following:
The Charles Schwab Corporation TD Ameritrade Holding Corporation
211 Main Street 200 South 108th Avenue
San Francisco, CA 94105 Omaha, Nebraska 68154
Attention: Investor Relations Attention: Investor Relations
(415) 667-7000 (800) 669-3900
investor.relations@schwab.com
Schwab, TD Ameritrade, their respective directors and certain of their
respective executive officers may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction. Information
regarding the directors and executive officers of Schwab, and their direct or
indirect interests in the transaction, by security holdings or otherwise, is
contained in Schwab's Form 10-K for the year ended December 31, 2019, its proxy
statement filed on March 31, 2020 and its Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. Information regarding the directors and executive
officers of TD Ameritrade, and their direct or indirect interests in the
transaction, by security holdings or otherwise, is contained in TD Ameritrade's
Form 10-K for the year ended September 30, 2019, as amended, and its Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K. Additional information
regarding the participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise, is contained
in the definitive joint proxy statement/prospectus and other relevant materials
filed with the SEC.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell
or the solicitation of an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote of approval, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
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