TD Bank and First Horizon Mutually Agree to Terminate Merger Agreement

ONTARIO and MEMPHIS, TENNESSEE, MAY 4, 2023– Today, it was disclosed that TD Bank Group (TSX and NYSE: TD) and First Horizon Corporation (NYSE: FHN)—collectively, “TD” and “First Horizon” or “the Company”—had really signed a joint agreement to terminate their previously disclosed merger agreement, which had been first disclosed on February 28, 2022. First Horizon was informed by TD that TD does not have a timetable for obtaining regulatory clearances for variables unrelated to First Horizon. The parties agreed to terminate the merger agreement on an equal basis because it is unpredictable when and if these regulatory permits will be obtained.

In accordance with the terms of the termination agreement, TD will pay First Horizon $200 million in cash. In addition to the $25 million charge repayment that First Horizon is owed as per the merger agreement, this payment is still owed. The conversion rate for the First Horizon Series G Preferred Stock that TD Bank purchased will remain at $25 per share. Neither party will incur any additional expenses or owe the other party any other obligations arising from the merger deal.

First Horizon Chairman, President, and Chief Executive Officer Bryan Jordan said, “While today’s announcement is regrettable and unanticipated, First Horizon will advance its development course operating from a position of strength and stability.” “Our company has been able to navigate challenging banking market features and maintain focus on carrying out our client-centric development strategy thanks to our solid capital position, disciplined credit quality, expenditure management measures, and well-diversified and consistent financing mix. We continue to build strong, asset-sensitive relationships with our clients across all of our markets, some of which are among the fastest-growing in the United States, all the while maintaining a balance sheet that is well-positioned for the current rate environment.

“This decision offers clarity to our partners and investors. In spite of our dissatisfaction with the outcome, we continue to serve more than 10 million customers across our footprint in the United States, according to Bharat Masrani, Group President and Chief Executive Officer of TD Bank Group. “I would like to thank First Horizon for our recent work and wish them great success in the future. Above all, I would want to express my gratitude to our staff members at TD Bank, “America’s Most Convenient Bank,” for their extraordinary efforts and unwavering dedication to the Bank, the millions of customers we serve, and the communities in which we reside and work.

About First Horizon

With $80.7 billion in assets as of March 31, 2023, Horizon Corp. (NYSE: FHN) is a well-known local financial services company dedicated to helping our clients, neighbourhoods, and partners realise their full potential with capital and advice. First Horizon Bank, a banking division with its main office in Memphis, Tennessee, operates in 12 states in the southern United States. Business, personal, customer, small business, wealth and trust management, retail brokerage, capital markets, set earnings, and home mortgage banking services are offered by the Company and its subsidiaries. In fact, the magazines Fortune and Forbes have named Horizon as one of the best American businesses and a Top 10 Most Reputable U.S. Bank. The website www.FirstHorizon.com provides more information.

About TD

The Toronto-Dominion Bank and its affiliates collectively refer to themselves as TD Bank Group (“TD”). By assets, TD is the fifth-largest bank in North America and provides 4 core services to over 27 million customers in a variety of locations in financial centres throughout the globe: TD Canada Trust and TD Auto Finance Canada make up Canadian personal and commercial banking; TD Bank, America’s Most Convenient Bank®TD Auto Finance U.S., TD Wealth (U.S.), and a financial stake in The Charles Schwab Corporation make up U.S. retail banking; TD Wealth (Canada), TD Direct Investing, and TD Insurance make up wealth management and insurance; and TD Securities make up wholesale banking. With more than 15 million active online and mobile users, TD is one of the top global providers of financial services online. On January 31, 2023, TD owned properties worth $1.9 trillion. On the Toronto and New York Stock Exchanges, the Toronto-Dominion Bank trades under the symbol “TD”.

Positive Statements

This interaction consists of specific “positive declarations” regarding the beliefs of First Horizon Corporation (“First Horizon”) and The Toronto-Dominion Bank (“TD Bank”) that are made in accordance with the Private Securities Litigation Reform Act of 1995, Sections 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and applicable Canadian securities laws. Positive statements in this news release may include, but are not limited to, assertions about the expected result and impact of terminating the merger agreement, the strategies or future actions of TD Bank or First Horizon, and their objectives and commitments. Positive statements are determined by terms like “think,” “anticipate,” “plan,” “target,” “price quote,” “should,” “likely,” “will,” “continue,” and “move on,” as well as other expressions that indicate future occurrences and patterns.

Positive statements are always based on price quotes and presumptions that are inherently based on significant service, functional, financial, and competitive unpredictabilities and contingencies, much of which are outside of First Horizon’s and TD Bank’s control. A number of these factors change with regard to future service decisions and actions, which could cause actual results to materially diverge from those considered or suggested by positive statements or h Examples of unpredictabilities and contingencies include elements previously disclosed in First Horizon’s and TD Bank’s specific reports filed with the U.S. Securities and Exchange Commission (the “SEC”), as well as TD Bank’s other filings with Canadian regulators, to name a few: tactical, credit, market (consisting of equity, product, forex, rate of interest, and credit spreads), functional (consisting of innovation, cyber security, and other factors), and tactical. Examples of such risk factors include the availability of basic services and financial stability in the regions where TD Bank and First Horizon operate, respectively; geopolitical risk; inflation, rising rates, and economic contraction; the financial, monetary, and other effects of pandemics, including the COVID-19 pandemic; and the ability of TD Bank and First Horizon, respectively, to focus on long-term strategies and shorter-term crucial tactical top priorities, such as implementing emergency plans. scams activity; the failure of 3rd parties to adhere to their responsibilities to TD Bank, First Horizon or their particular affiliates, consisting of connecting to the care and control of details, and other threats developing from TD Bank’s and First Horizon’s particular usage of 3rd party company; the effect of brand-new and modifications to, or application of, existing laws and policies, consisting of without constraint tax laws, capital standards and liquidity regulative assistance; regulative oversight and compliance danger; increased competitors from incumbents and brand-new entrants (consisting of Fintechs and huge innovation rivals); shifts in customer mindsets and disruptive innovation; direct exposure associated to substantial lawsuits and regulative matters; capability of TD Bank and First Horizon, respectively, to draw in, establish, and maintain essential skill; modifications to TD Bank’s and First Horizon’s particular credit scores; modifications in foreign exchange rates, rate of interest, credit spreads and equity costs; increased financing expenses and market volatility due to market illiquidity and competitors for financing; Interbank Offered Rate (IBOR) shift threat; vital accounting price quotes and modifications to accounting requirements, policies, and techniques utilized by TD Bank and First Horizon, respectively; existing and possible global financial obligation crises; ecological and social threat (consisting of environment modification); and the event of natural and abnormal disastrous occasions and claims arising from such occasions.

We caution that the preceding list of significant factors that may have an impact on future results is not exhaustive. Additional factors that could cause results to materially differ from those anticipated by positive statements can be found in First Horizon’s Annual Report on Form 10-K for the year ended December 31, 2021, in its ensuing Quarterly Reports on Form 10-Q filed with the SEC and made available in the “Investor Relations” section of First Horizon’s website, www.firsthorizon.com, under the heading “SEC Filings,” and in other documents First Horizon files with the SEC, as well as in TD Bank. When making decisions on First Horizon and TD Bank, these and other uncertainties, potential events, and the inherent unpredictability of positive statements must be carefully considered.

Any positive statements made in this document represent the opinions of First Horizon and TD Bank as of this date. Except as required by applicable securities laws, neither First Horizon nor TD Bank is responsible for updating any positive statements, whether written or oral, that may from time to time be made by or on its behalf.