TD Bank Financial Group completes C$325 million acquisition of VFC

Date Closed: 4/19/2006

Value: C$325 million

TD Bank Financial Group acquired VFC Inc. on April 19, 2006, for $325 million. With its focus on non-prime automotive purchase financing, VFC is one of the largest Canadian-owned indirect consumer finance companies in Canada. TD and VFC announced on February 16, 2006, that they had entered into a Support Agreement under which TD agreed that it would make a takeover bid to purchase all of VFC’s common shares for either $19.50 per share in cash, or in TD common shares, or a combination of cash and TD shares. VFC’s board agree to support the offer. On April 19, 2006, TD announced that holders of over 90 per cent of VFC’s shares had accepted TD’s offer. Pursuant to compulsory acquisition rules, TD acquired the remaining VFC Shares on May 19.

The Special Committee of the Board of Directors of VFC was represented by BLG with a team comprised of Frank Allen, Frank Callaghan, Paul Simon and Dyana McLellan (corporate/securities) and Eva Krasa (tax).