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TD to Acquire US Investment Bank Cowen in USD 1.3bn Deal.

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MANews-(C)2009-2022

Canadian financial services group TD Bank Group (TSX: TD) and (NYSE: TD) and US-based investment banking firm Cowen Inc. (NASDAQ: COWN) have inked a definitive agreement for TD to acquire Cowen in an all-cash transaction valued at USD 1.3bn, or USD 39 for each share of Cowen common stock, the companies said.

Cowen provides investment banking, research, sales and trading, prime brokerage, outsourced trading, global clearing, and commission management services. Cowen also has an investment management division which offers actively managed alternative investment products.

Through this transaction, TD Securities will accelerate its long-term growth strategy in the United States by acquiring a high-quality and rapidly growing investment bank with outstanding talent and highly complementary products and services.

With this acquisition, TD Securities will benefit from the addition of Cowen's 1,700 talented colleagues and its exceptional leadership team.

Once the transaction closes, Jeffrey Solomon, chair and CEO of Cowen, will join the senior leadership of TD Securities, reporting to Riaz Ahmed, president and CEO, TD Securities and Group Head, Wholesale Banking, TD Bank Group.

To leverage the strength of Cowen's brand, post-closing, parts of the combined business will be known as TD Cowen, a division of TD Securities, and will be headed by Solomon.

The combined firms' pro-forma global revenues will increase by more than a third to approximately CDN 6.8bn with added advisory, capital markets, equity execution and industry-leading research capabilities and broadened expertise in key growth sectors.

The transaction is expected to be modestly accretive to TD's 2023E adjusted EPS on a fully-synergized basis3 and generate approximately 14% adjusted return on invested capital on a fully-synergized run rate basis.

The purchase price represents a 1.7 times multiple of Cowen's tangible book value as of March 31, 2022 and a 8.1 times multiple of Cowen's 2023E...

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