TD Bank Group in Toronto and First Horizon in Memphis, Tenn., have called off their planned merger.
The $1.9 trillion-asset TD and the $80.7 billion-asset First Horizon said in a press release that the deal was terminated due to uncertainty over TD getting regulatory approval for the $13.4 billion acquisition.
TD agreed to pay First Horizon $200 million in cash and a $25 million fee reimbursement under the terms of the termination agreement. Shares of First Horizon’s Series G preferred stock that TD bought will continue to have a conversion price of $25 a share.
“This decision provides our colleagues and shareholders with clarity,” Bharat Masrani, TD Bank Group’s CEO, said in the release.
“Though disappointed with the outcome, we move forward with a strong, growing franchise in the United States, servicing more than 10 million customers across our footprint,” Masrani added.
“While today’s announcement is unfortunate and unexpected, First Horizon will continue on its growth path operating from a position of strength and stability,” Bryan Jordan, First Horizon’s chairman, president and CEO, said in the release.
“Our strong capital position, disciplined credit quality, expense control measures, and well-diversified and stable funding mix have enabled our business to navigate challenging banking industry dynamics and remain focused on executing our client-centric growth plan,” Jordan added.
The acquisition was announced in February 2022, then delayed several times as TD Bank attempted to secure regulatory approval. The parties were facing a May 27 deadline to complete the deal or to extend the deadline again.
The termination announcement comes a day after TD Bank said it plans to open six branches around Charlotte, N.C., this year as part of a plan to have 15 area locations by 2025.