UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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|X| Soliciting Material Pursuant to ss.240.14a-12
INTERCHANGE FINANCIAL SERVICES CORPORATION
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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News Release
Media Contact:
TD Banknorth Inc.
Jeffrey Nathanson
(207) 761-8517
jeffrey.nathanson@tdbanknorth.com
Interchange Financial Services Corporation
Anthony Abbate
(201) 703-2265; 2500
or
Anthony Labozzetta
(201) 703-2265; 2610
FOR IMMEDIATE RELEASE
April 13, 2006
TD Banknorth to Expand Its Presence in Northern New Jersey with the Acquisition
of Interchange Financial Services Corporation
TD Banknorth Inc. ("TD Banknorth") (NYSE: BNK) and Interchange Financial
Services Corporation ("Interchange") (NASDAQ: IFCJ) announced today that they
have entered into a definitive agreement for TD Banknorth to acquire Interchange
for $480.6 million in an all cash transaction.
Headquartered in Saddle Brook, New Jersey, Interchange had $1.6 billion in
assets and $1.3 billion in deposits at December 31, 2005 and operates 30
branches in Bergen and Essex counties. "We are pleased to continue our expansion
in the wealthy and dynamic market of northern New Jersey," said William J. Ryan,
TD Banknorth Chairman, President and Chief Executive Officer. "This is an
excellent complement to our recent acquisition of Hudson United."
TD Banknorth, which completed the acquisition of Hudson United Bancorp on
January 31, 2006, currently operates 102 branches in New Jersey. Upon completion
of the acquisition of Interchange, TD Banknorth is expected to be New Jersey's
9th largest bank and the 5th largest in Bergen County based on total deposits.
"We are pleased to become part of the TD Banknorth family," said Anthony Abbate,
Interchange's President and Chief Executive Officer. "This transaction is the
logical next step in providing continued significant gain and value to our
shareholders over these many years. In addition, TD Banknorth will bring to our
customers and communities a greater array of products and services."
The terms of the merger agreement call for each outstanding share of Interchange
common stock to be converted into the right to receive $23.00 in cash per share
for a total purchase price of approximately $480.6 million. The cash to be paid
in the transaction will be financed primarily through TD Banknorth's sale of 13
million shares of TD Banknorth common stock to TD Banknorth's parent company, TD
Bank Financial Group, at a price of $31.17 per share, for a total of $405.2
million.
It is anticipated that the transaction will be breakeven to TD Banknorth
earnings on both a GAAP and a cash operating basis in 2007. In addition, the
transaction will not have a material impact on TD Banknorth's capital ratios.
The definitive agreement has been approved by the Board of Directors of both TD
Banknorth and Interchange. The transaction is subject to approval by
shareholders of Interchange, as well as customary regulatory approvals, and is
expected to close early in the first quarter of 2007 with a systems conversion
shortly thereafter.
TD Banknorth was advised by Keefe, Bruyette & Woods and its legal counsel was
Elias, Matz, Tiernan & Herrick LLP. Interchange was advised by Goldman, Sachs &
Co. and its legal counsel was Thacher Proffitt & Wood LLP.
Conference Call Details
TD Banknorth will hold an analyst conference call on Monday, April 17, 2006, at
8:30 a.m., Eastern Daylight Time, to discuss details of the transaction. A copy
of the investor presentation for the call is available at TD Banknorth's website
at www.tdbanknorth.com/investorrelations. The call will feature a presentation
by TD Banknorth CEO, Bill Ryan, and will be followed by a question and answer
period for analysts and investors. The dial-in number for the call in the USA
and Canada is 800-901-5226 and the international dial-in number is 617-786-4513.
The passcode for the call is 76722311. The conference call is also being webcast
by CCBN and can be accessed at TD Banknorth's website at
www.tdbanknorth.com/investorrelations.
A replay of the conference call will be available shortly after the call's
completion for at least 30 days. The replay dial-in number in the USA and Canada
is 888-286-8010 and the international replay dial-in number is 617-801-6888. The
replay passcode is 24409787. A webcast replay will also be available at TD
Banknorth's website www.tdbanknorth.com/investorrelations.
About TD Banknorth Inc.
TD Banknorth Inc. is a leading banking and financial services company
headquartered in Portland, Maine and a majority-owned subsidiary of TD Bank
Financial Group. At January 31, 2006, TD Banknorth had over $40 billion of total
consolidated assets and provided financial services to more than 1.5 million
households in the Northeast. TD Banknorth's banking subsidiary, TD Banknorth,
N.A., operates banking divisions in Connecticut, Maine, Massachusetts, New
Hampshire, New Jersey, New York, Pennsylvania and Vermont. TD Banknorth and TD
Banknorth, N.A. also operate subsidiaries and divisions in insurance, wealth
management, merchant services, mortgage banking, government banking, private
label credit cards, insurance premium financing and other financial services and
offers investment products in association with PrimeVest Financial Services,
Inc. The TD Banknorth common stock trades on the New York Stock Exchange under
the symbol "BNK". For more information, visit http://www.TDBanknorth.com.
About Interchange Financial Services Corporation
Headquartered in Saddle Brook, N.J., Interchange Financial Services Corporation
is the parent holding company of Interchange Bank, New Jersey's largest
independent bank serving Bergen and Essex Counties. With $1.6 billion in assets
and 30 branches, Interchange offers innovative financial products and services
to businesses and retail customers. The Interchange common stock is quoted on
the Nasdaq National Market under the symbol "IFCJ". For additional information,
please visit the company's Web site at www.interchangebank.com.
About TD Bank Financial Group
The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank
Financial Group. TD Bank Financial Group serves more than 14 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; Wealth Management including TD Waterhouse and an investment in TD
Ameritrade; Wholesale Banking, including TD Securities; and U.S. Personal and
Commercial Banking through TD Banknorth. TD Bank Financial Group also ranks
among the world's leading on-line financial services firms, with more than 4.5
million online customers. TD Bank Financial Group had CDN$384 billion in assets,
as of January 31, 2006. The Toronto-Dominion Bank trades on the Toronto and New
York Stock Exchanges under the symbol "TD".
Forward-looking Information
This press release contains forward-looking statements regarding TD Banknorth's
acquisition of Interchange. Words such as "expect", "feel", "believe", "will",
"may", "anticipate", "plan", "estimate", "intend", "should" and similar
expressions are intended to identify forward-looking statements. These
forward-looking statements involve certain risks and uncertainties. Factors that
may cause actual results to differ materially from those contemplated by such
forward-looking statements include, among others, the following possibilities:
(1) estimated synergies from the acquisition cannot be fully realized within the
expected time frame; (2) revenues following the acquisition are lower than
expected; (3) competitive pressure among depository institutions increases
significantly; (4) costs or difficulties related to the integration of the
businesses of TD Banknorth and Interchange are greater than expected; (5)
changes in the interest rate environment reduce interest margins; (6) general
economic conditions, either nationally or in the markets in which TD Banknorth
will be doing business,
are less favorable than expected; (7) legislation or changes in regulatory
requirements adversely affect the businesses in which TD Banknorth would be
engaged; or (8) factors which would result in a condition to the transaction not
being met. Neither TD Banknorth nor Interchange undertakes any obligation to
update these forward-looking statements to reflect events or circumstances that
occur after the date on which such statements were made.
This communication is being made in respect of the proposed merger transaction
involving Interchange Financial Services Corporation and TD Banknorth Inc.
Interchange will be filing relevant documents concerning the merger with the
Securities and Exchange Commission, including a proxy statement. We urge
investors to read these documents because they will contain important
information. Investors will be able to obtain these documents free of charge at
the SEC's website, www.sec.gov. In addition, documents filed with the Commission
by Interchange will be available free of charge from the Secretary of
Interchange (Nicholas R. Marcalus, Secretary, Interchange Financial Services
Corporation, Park 80 West/Plaza II, Saddle Brook, New Jersey 07663, telephone
(201) 703-2265).
Interchange and its directors and executive officers may be deemed to be
participants in the solicitation of proxies to approve the merger. Information
about the directors and executive officers of Interchange and ownership of
Interchange common stock is set forth in Interchange's proxy statement for its
2005 annual meeting of stockholders, dated March 30, 2005, as filed with the
Commission. Additional information about the interests of those participants may
be obtained from reading the definitive proxy statement relating to the proposed
acquisition when it becomes available. Interchange stockholders should read the
proxy statement and other documents to be filed with the Commission carefully
before making a decision concerning the merger.
Source: TD Banknorth Inc.
Interchange Financial Services Corporation
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