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TD Bank’s $668 Million Epoch Bid Challenged by Investor

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Dec. 12 (Bloomberg) -- An Epoch Holding Corp. shareholder sued to block Toronto-Dominion Bank’s $668 million acquisition of the investment advisory company, claiming the proposed deal hurts Epoch investors.

The all-cash offer deprives Epoch shareholders of all future dividends and future growth in the combined entity, lawyers for the shareholder, the Cindy Goldman TTEE GSS 508 Trust, said in a complaint filed yesterday in New York State Supreme Court in Manhattan.

The acquisition “is opportunistic and provides no meaningful premium to Epoch’s public shareholders,” according to the complaint. The trust is seeking to sue on behalf of all Epoch shareholders and to obtain a court order barring the transaction.

Under the terms of the merger agreement, announced Dec. 6, Epoch shareholders will receive $28 a share in cash, about 28 percent more than the company’s closing price on Dec. 5. Epoch will continue to operate under its current brand name and operating structure, the company said in a statement announcing the transaction.

Epoch Chief Financial Officer Adam Borak didn’t immediately return a phone call seeking comment on the complaint.

The case is Cindy Goldman TTEE GSS 508 Trust Dated May 16, 2008 v. Epoch Holding Corp., 654341/2012, Supreme Court of the State of New York, County of New York.

To contact the reporter on this story: Sophia Pearson in Philadelphia at spearson3@bloomberg.net

To contact the editor responsible for this story: Michael Hytha at mhytha@bloomberg.net

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