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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Today we announced an agreement to combine our firm with TD Securities, the investment bank and dealer division of The Toronto-Dominion Bank (“TD”), the Canadian headquartered bank that is the 14th
largest globally by market cap with a balance sheet of US $1.4 trillion, in an all-cash deal at $39.00 per share or an aggregate equity value of US$1.3 billion and an enterprise value of $1.9 billion. Please refer to our press release
[Link to Press Release dated August 2, 2022, previously filed here] for more important information regarding the transaction.
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$39.00 represents a premium of 62.2% to the closing price of Cowen stock of $24.04 on July 1, 2022, when Bloomberg first reported speculation about a potential transaction.
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When TD approached senior leadership with this idea, it was not something the firm was actively pursuing. However, it was clear that TD had carefully considered this and knew why Cowen is such a special
place.
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This is a very exciting opportunity for both organizations. The premise of this transaction is to create incremental opportunities to scale our respective client platforms collectively.
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Cowen as an organization, as a franchise, has never been stronger. And thanks to our exceptional people, we continue to perform remarkably well across our businesses and create long-term opportunities. Our
entrepreneurial, client-focused and values-based culture was recognized by TD and offered an opportunity to combine in a way that is virtually seamless.
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Adding Cowen will bring TD Securities’ global revenues to approximately US$5.3 billion with added advisory, capital markets, equity execution, and industry-leading research capabilities and broadened expertise
in key growth sectors on a pro forma basis.
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This transaction has minimal business and operational overlap. That creates enormous potential to open up meaningful opportunities for Cowen and TD alike, as we look to leverage our respective and collective
capabilities and best practices, extend our client base and reach to financial centers across the globe.
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TD management has said that they are not budgeting cost synergies as a part of this transaction.
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Cowen and TD Securities' existing businesses are highly complementary:
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Cowen adds new capabilities in U.S. equities, including our strong sales and trading and equity execution platform, a top-tier algorithmic trading operation across multiple venues with a growing non-U.S.
execution business, and a renowned global research platform with almost 1,000 companies under coverage in addition to our WRG policy team. This capability expands TD’s offering to existing U.S. clients but is also extremely important to its
Canadian clients.
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Cowen adds scale and expertise in corporate and sponsors advisory coverage, and public and private capital markets, areas that TD Securities has been actively growing. Cowen will also broaden TD Securities'
expertise in key growth sectors.
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With approximately 5,000 employees, the majority of which are based in Canada, TD Securities displays many of the nimble and entrepreneurial traits that define Cowen. Combined we will be an investment bank
with more than 6,500 people.
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TD Securities' balance sheet and capital markets expertise are expected to bring immediate benefits to Cowen’s existing client base.
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We see a lot of opportunity to leverage TD’s existing FICC business, equity derivatives platform, leveraged lending capability, North American corporate lending, and Canadian investment banking franchise on
behalf of our clients and they see ways to leverage our capabilities on behalf of their clients. Once integrated with TD, we have the benefit of the stability that comes from operating on a world class base, AA- rating, $1.4 trillion
balance sheet - combining our growth capacity with the safety and security of TD.
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TD recognizes the value of the Cowen brand in the U.S. market, and after closing of the transaction, our businesses will operate as TD Cowen and be fully integrated into TD Securities.
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Jeff Solomon will join the TD Securities leadership team as President, TD Cowen and Vice Chair, TD Securities, reporting to Riaz Ahmed, President and CEO, TD Securities and Group Head, Wholesale Banking TD
Bank Group. Riaz will oversee the integration of Cowen. Dan and Larry will join Riaz’s leadership team as well.
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TD understands the nature of the U.S. banking market and competitive compensation practices. We will maintain that competitiveness. Jeff and the leadership team will manage the year-end process for TD Cowen
and that will ensure we can maintain the practices our team expects.
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The transaction is expected to close in early 2023. Until then, it is business as usual, and TD Securities and Cowen will continue to operate as separate, independent companies. We will set up an integration
office to ensure that we can successfully manage this change across all of our priorities.
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In the coming months we will spend time planning and working across our two organizations to ensure a smooth and comfortable experience for clients, our Cowen colleagues, as well as our new colleagues at TD.
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the parties’ ability to consummate the proposed transaction in within the expected time-frame or at all;
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the satisfaction or waiver of the conditions to the completion of the proposed transaction, including the receipt of the required approval of the Company’s stockholders with
respect to the proposed transaction and the receipt of regulatory clearances required to consummate the proposed transaction, in each case, on the terms expected or on the anticipated schedule;
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the risk that the parties may be unable to achieve the anticipated benefits of the proposed transaction within the expected time-frames or at all;
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the possibility that competing offers or acquisition proposals for the Company will be made;
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the occurrence of any event that could give rise to the termination of the proposed transaction, including in circumstances which would require the Company to pay a termination
fee;
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the effect of the announcement or pendency of the proposed transaction on the Company’s ability to retain and hire key personnel and its ability to maintain relationships with
its customers, clients, vendors and others with whom it does business;
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risks related to diverting management’s attention from the Company’s ongoing business operations; and
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the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability and may delay the
proposed transaction.
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