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id: 737, Created by Stan Vick, Scout
First Horizon (FHN) & TD Bank (TD) Failed M&A Case
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D. New JerseyCourt
28 Feb 2022Class period Start
03 May 2023Class period End
- First Horizon and TD Bank terminated the merger due to the inability of TD to provide regulatory approval.
- $FHN fell 33% and lost over $2 billion of its market cap, damaging shareholders.
- Investors suspect $TD of misleading on its ability to complete the deal.
On May 4, 2023, First Horizon (FHN) and TD Bank (TD) issued a joint press release titled “TD Bank and First Horizon Mutually Agree to Terminate Merger Agreement,” explaining that “TD informed First Horizon that TD does not have a timetable for regulatory approvals to be obtained for reasons unrelated to First Horizon.”
During a First Horizon investor call held that day, First Horizon further revealed that TD Bank “could not provide assurance of regulatory approval in 2023 or 2024.”
On this news, $FHN fell 33% and lost over $2 billion of its market capitalization, seriously damaging investors.
Earlier, on March 1, 2023, First Horizon revealed that TD Bank had informed First Horizon that it did not expect “the necessary regulatory approvals will be received in time to complete the business combination by May 27, 2023.” On this news, the price of First Horizon shares fell 10.6%.
Taking all facts into account, $FHN investors have reasons to suspect $TD of misleading about its ability to timely close a business combination with First Horizon, specifically:
- TD Bank had deficient internal controls that posed a significant risk to the closing of the First Horizon transaction.
- TD Bank allegedly suffered from grossly ineffective internal controls regarding anti-money-laundering practices and failed to appropriately report unusual transactions or suspicious activity to U.S. regulators. According to a report published by The Wall Street Journal, in “recent years,” TD Bank only “flagged 28 customer transactions” as suspicious. As a result, the Office of the Comptroller of the Currency and the U.S. Federal Reserve refused to approve the business combination within the necessary time frames.
Failure to Disclose,
Shock Event Date
04 May 2023
22 May 2023
Lead Plaintiff Deadline
21 May 2023
Hon. Robert B. Kugler