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05/04/23 1:03 PM

#9 RE: 56Chevy #8

TD Bank and First Horizon Mutually Agree to Terminate Merger Agreement

May 04 2023 - 06:00AM
PR Newswire (US)

TD Bank Is Unable to Obtain Timetable for Regulatory Approvals for Reasons Unrelated to First Horizon

TORONTO and MEMPHIS, Tenn., May 4, 2023 /PRNewswire/ -- TD Bank Group (TSX and NYSE: TD) ("TD") and First Horizon Corporation (NYSE: FHN) ("First Horizon" or "the Company") today announced that they have entered into a mutual agreement to terminate their previously announced merger agreement, originally announced on February 28, 2022. TD informed First Horizon that TD does not have a timetable for regulatory approvals to be obtained for reasons unrelated to First Horizon. Because there is uncertainty as to when and if these regulatory approvals can be obtained, the parties mutually agreed to terminate the merger agreement.

Under the terms of the termination agreement, TD will make a $200 million cash payment to First Horizon. This payment is in addition to the $25 million fee reimbursement due to First Horizon pursuant to the merger agreement. The shares of First Horizon Series G Preferred Stock that TD Bank purchased will continue to reflect a conversion price of $25 per share. Neither party will pay any other fees or have any other liabilities to each other related to the merger agreement.



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