Ameritrade Ida Agreement

In addition, this transaction included a renegotiation of the insured deposit account (IDA) agreement by Schwab and TD Bank, which was to take effect at closing. The contract was extended for ten years from 2021 and the service fee paid by Schwab for IDA balances was reduced by 10 basis points. Over time, Schwab will have the option to reduce balances transferred to the IDA scanning program, subject to certain restrictions. These regulations provide flexibility to optimize related revenues, as these balances are transferred to Schwab. The transaction is subject to customary closing conditions, including obtaining applicable regulatory approvals and shareholder approval from both companies. The transaction is also subject to the condition of the agreement of TD Ameritrade shareholders by the “majority of the minority”, meaning that the transaction must be approved by the holders of the majority of TD Ameritrade`s outstanding shares, with opposition to TD Bank and some other TD Ameritrade shareholders who have entered into voting agreements. TD Bank and certain TD Ameritrade shareholders (who together hold approximately 52% of TD Ameritrade`s shares) and certain shareholders linked to Charles R. Schwab (who owns approximately 10% of Schwab`s shares) have agreed to vote in favour of the transaction. The parties expect the transaction to be completed in the second half of 2020 and integration efforts will begin immediately thereafter.

The main factors related to transactions likely to cause such differences are, among other things, the risk that the expected revenues, expenses and other synergies resulting from the transaction will not be fully realized or take longer than expected; The parties are not in a position to successfully implement their integration strategies; failure of the parties to comply with the terms of the merger agreement in a timely manner, including the authorizations granted to shareholders and public authorities; And disruptions in the activities of the parties as a result of the announcement and the pendant of the transaction. Other important factors are general market conditions, including the level of interest rates, equity valuation and trading activity; The ability of parties to attract and retain registered clients and investment advisors and to develop these relationships and assets; Competitive pressure on pricing, including deposit interest rates; Parties are able to develop and market new and improved products, services and skills and improve their infrastructure in a timely and successful manner; Customer use of party advice solutions and other products and services; Customers` sensitivity to prices The amount of the client`s assets, including cash holdings; The needs and management of funds and liquidity Regulatory guidelines Litigation or regulatory issues all the negative effects of financial reform legislation and related rules; and other factors outlined in the latest Schwab and TD Ameritrade reports on Form 10-K.

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