TD Bank Group completes acquisition of Epoch Holding Corporation

       TD Bank Group completes acquisition of Epoch Holding Corporation

PR Newswire

TORONTO, March 27, 2013

  *Transaction marks major milestone in TD's North American Wealth strategy
  *TD adds US$25.9 billion in assets  under management, gains Epoch's U.S.
    and global equities expertise and capabilities

TORONTO, March 27, 2013 /PRNewswire/ - TD Bank Group (TSX: TD) (NYSE: TD)
today completed the previously announced acquisition of Epoch Holding
Corporation (NASDAQ: EPHC) and its wholly-owned subsidiary Epoch Investment
Partners, Inc., significantly expanding TD's North American investment
management footprint and strengthening Epoch's existing franchise and
competitive advantage.

"We are very pleased to successfully complete this transaction," said Mike
Pedersen, Group Head, Wealth Management, Insurance and Corporate Shared
Services, TD Bank Group. "The acquisition of Epoch strengthens our U.S.
business and also expands our offering for our institutional and retail
clients in Canada. Their prudent approach to risk management and commitment to
meeting the needs of their clients aligns well with our business. It's an
excellent opportunity for both firms to build on our respective strengths and
accelerate our growth."

"We have long been committed to building a world-class asset management firm,
and this transaction adds resources which will enable Epoch to continue to
attract top investment management talent while maintaining our brand name and
operating structure," said William W. Priest, Chief Executive Officer, Epoch
Investment Partners. "It's a great outcome for Epoch clients and employees,
and we are very pleased to be joining forces with TD."

"TD and Epoch share compatible cultures and complementary investment
disciplines, and we are both focused on providing long-term risk-adjusted
returns. Bringing together TD's client-centric approach and Epoch's expertise
in U.S. and global equities will benefit both organizations in the future,"
said Tim Wiggan, Chief Executive Officer and Senior Vice President, TD Asset
Management.

"With this acquisition now complete, we're confident we can deepen our market
share through our expanded suite of products, and by offering a legendary
client experience to our clients in both Canada and the U.S.," added Wiggan.

With this transaction, TD expects to add approximately US$25.9 billion in
assets  under management at closing to the CDN$211 billion  already under
management by TD Asset Management. Epoch will continue to operate and serve
its clients under its current brand name and operating structure.

Additional Details of the Transaction

The acquisition is expected to have minimal impact on TD's earnings in fiscal
2013 and to be accretive in fiscal 2014. At closing, TD's Basel III Common
Equity Tier 1 ratio is expected to decrease by approximately25 basis points
on a pro forma basis as at TD's last quarter ending January 31, 2013 as a
result of the transaction.

About TD Bank Group

The Toronto-Dominion Bank and its subsidiaries are collectively known as TD
Bank Group (TD). TD is the sixth largest bank in North America by branches and
serves approximately 22 million customers in four key businesses operating in
a number of locations in key financial centres around the globe: Canadian
Personal and Commercial Banking, including TD Canada Trust and TD Auto Finance
Canada; Wealth and Insurance, including TD Waterhouse, an investment in TD
Ameritrade, and TD Insurance; U.S. Personal and Commercial Banking, including
TD Bank, America's Most Convenient Bank, and TD Auto Finance U.S.; and
Wholesale Banking, including TD Securities. TD also ranks among the world's
leading online financial services firms, with more than 9 million online
customers. TD had CDN$818 billion in assets on January 31, 2013.

Caution Regarding Forward Looking Information, and Other Matters

From time to time, TD makes written and/or oral forward-looking statements,
including in this press release, in other filings with Canadian regulators or
the U.S. Securities and Exchange Commission, and in other communications. In
addition, representatives of TD may make forward-looking statements orally to
analysts, investors, the media and others. All such statements are made
pursuant to the "safe harbour" provisions of, and are intended to be
forward-looking statements under, applicable Canadian and U.S. securities
legislation, including the U.S. Private Securities Litigation Reform Act of
1995. Forward- looking statements include, but are not limited to, statements
regarding TD's objectives and priorities for 2013 and beyond and strategies to
achieve them, and TD's anticipated financial performance. Forward-looking
statements are typically identified by words such as "will", "should",
"believe", "expect", "anticipate", "intend", "estimate", "plan", "may", and
"could".

By their very nature, these statements require TD to make assumptions and are
subject to inherent risks and uncertainties, general and specific. Especially
in light of the uncertainty related to the financial, economic, political and
regulatory environments, such risks and uncertainties - many of which are
beyond TD's control and the effects of which can be difficult to predict - may
cause actual results to differ materially from the expectations expressed in
the forward-looking statements. Risk factors that could cause such differences
include: credit, market (including equity, commodity, foreign exchange, and
interest rate), liquidity, operational (including technology), reputational,
insurance, strategic, regulatory, legal, environmental, capital adequacy and
other risks, all of which are discussed in TD's 2012 Management's Discussion
and Analysis ("MD&A").

With regard to TD's acquisition of Epoch, there can be no assurance that TD
will realize the anticipated benefits or results of the acquisition due to a
variety of factors, including: difficulties or delays in integrating Epoch or
higher than anticipated integration costs; lower than anticipated assets under
management, inability to maintain significant advisory relationships, lower
than anticipated margins, and lower than anticipated new client account
origination.

We caution that the preceding list is not exhaustive of all possible risk
factors and other factors could also adversely affect TD's results. For
additional information, please see the "Risk Factors and Management" section
of the 2012 MD&A. TD's material general economic assumptions are set out in
TD's 2012 MD&A under the heading "Economic Summary and Outlook" and for each
of the business segments under the heading "Business Outlook and Focus for
2013".

All such factors should be considered carefully, as well as other
uncertainties and potential events, and the inherent uncertainty of
forward-looking statements, when making decisions with respect to TD and we
caution readers not to place undue reliance on TD's forward-looking
statements.

Any forward-looking statements contained in this press release represent the
views of management only as of the date hereof and are presented for the
purpose of assisting TD's shareholders and analysts in understanding TD's
financial position, objectives and priorities and anticipated financial
performance as at and for the periods ended on the dates presented, and may
not be appropriate for other purposes. TD does not undertake to update any
forward-looking statements, whether written or oral, that may be made from
time to time by or on its behalf, except as required under applicable
securities legislation.

SOURCE TD Bank Group

Contact:

Investors:

Rudy Sankovic
TD Bank Group
416-308-9030

Media:

Ali Duncan Martin
TD Bank Group
416-983-4412
 
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