NEW YORK, July 3 /PRNewswire/ --
JANA Partners LLC and S.A.C. Capital Advisors, LLC today sent the following letter to the Board of Directors of TD Ameritrade Holding Corporation (NASDAQ:AMTD), in response to the company's announcement yesterday that it would reconstitute its mergers and acquisitions committee to be comprised only of outside independent directors:
July 3, 2007
Board of Directors
TD Ameritrade Holding Corporation
4211 South 102nd Street
Omaha, Nebraska 68127
Attention: J. Joe Ricketts, Chairman and Joseph H. Moglia, CEO
VIA FACSIMILE AND OVERNIGHT DELIVERY
Gentlemen,
Yesterday's announcement that TD Ameritrade Holding Corporation (the "Company") has reconstituted its mergers and acquisition committee to consist of only independent directors is a significant first step towards removing the harmful influence of Toronto-Dominion Bank ("Toronto-Dominion") on the Company's pursuit of a strategic combination and putting the Company on a path towards a value-maximizing transaction. However, while we have full confidence in the abilities and integrity of these directors to pursue the right path for stockholders, this announcement is only meaningful if these directors are free to conduct this strategic process unimpeded.
It is crucial, therefore, to ensure that the independent committee can pursue whichever strategic transaction will create the greatest long-term stockholder value, without improper influence by Toronto-Dominion CEO W. Edmund Clark or other Toronto-Dominion Board designees. This is why, in addition to calling for the removal of Toronto-Dominion's Board designees from the committee, we also called for the independent directors to be exclusively empowered to pursue and lead discussions with potentially interested parties. We will therefore continue to review the situation to determine whether the conflicts we have raised, and will continue to examine, have in fact been sufficiently addressed. We also intend to reach out to the independent directors to share our views regarding the strategic options available to the Company.
Sincerely,
/s/ Barry Rosenstein /s/ Steven A. Cohen
Barry Rosenstein Steven A. Cohen
JANA Partners LLC S.A.C. Capital Advisors, LLC
Managing Partner Chief Executive Officer
DATASOURCE: JANA Partners LLC
CONTACT: JANA Partners LLC, +1-212-692-7696