Acquisition of Epoch Holding Corporation by The Toronto-Dominion Bank May Not Be in Epoch's Shareholders' Best Interests

Acquisition of Epoch Holding Corporation by The Toronto-Dominion Bank May Not
                  Be in Epoch's Shareholders' Best Interests

PR Newswire

SAN DIEGO and NEW YORK, Dec. 18, 2012

SAN DIEGO andNEW YORK, Dec. 18, 2012 /PRNewswire/ --Shareholder rights
attorneys at Robbins Umeda LLP are investigating possible breaches of
fiduciary duty and other violations of the law by members of the board of
directors of Epoch Holding Corporation (NASDAQ: EPHC) in connection with their
efforts to sell the company to The Toronto-Dominion Bank (Toronto: TD). Epoch
is a publically owned investment manager.


On December 6, 2012, Epoch Holding and Toronto-Dominion announced they had
entered into a definitive merger agreement under which Toronto-Dominion will
acquire Epoch Holding through an all cash tender offer with a total value of
$668 million. Epoch Holding shareholders will receive $28 per share.The
transaction is expected to close in the first half of 2013.

The Board of Directors' Actions May Prevent Epoch Holding Shareholders from
Receiving the Maximum Value for Their Stock

Robbins Umeda LLP's investigation focuses on whether the board of directors at
Epoch Holding is undertaking a fair process to obtain maximum value and
adequately compensate its shareholders. The $28 per share offer is
substantially below the $33.50 target maintained by an analyst at Raymond
James and is only slightly above the $27.80 share price reached on April 27,
2012. Moreover, Epoch Holding's recently reported financial results exceeded
analysts' projections and represented substantial increases over 2011 figures.
On October 3, 2012, Epoch Holding announced that its assets under management
grew to $24.2 billion, an increase of 4% from June 30, 2012.In addition, on
November 5, 2012, the company reported diluted earnings per share of $0.33 for
the quarter that ended on September 20, 2011, beating analysts' estimates by
13.8%. Finally, Epoch Holding's reported net income increased to $7.9 million
for the quarter, as compared to $4.4 million for the same period in 2011.
Given these facts, the firm is examining whether the board of directors'
decision to sell Epoch Holding for $28 per share is fair to shareholders.

Epoch Holding shareholders have the option to file a class action lawsuit
against the company to secure the best possible price for shareholders and to
ensure disclosure of material information so shareholders can make an informed
decision on whether to tender their shares in the tender offer. Epoch
shareholders interested in information about their rights and potential
remedies can contact Darnell R. Donahue at (800) 350-6003,, or via the shareholder information form on the
firm's website.

Robbins Umeda LLP is a nationally recognized leader in securities litigation
and shareholder rights law. The firm represents individual and institutional
investors in shareholder derivative and securities class action lawsuits, and
has helped its clients realize more than $1 billion of value for themselves
and the companies in which they have invested. For more information, please go

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Robbins Umeda LLP
Darnell R. Donahue
(619) 525-3990 or Toll Free (800) 350-6003

SOURCE Robbins Umeda LLP

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