TD Ameritrade investors ask board to seek alternatives without influence

By Lisa Kerner

Charlotte, N.C., June 8 - TD Ameritrade Holding Corp. investors JANA Partners LLC and S.A.C. Capital Advisors, LLC asked the company to create a special committee "free from influence" to explore strategic combinations for TD Ameritrade.

In a letter to the board of directors, JANA and SAC provided an analysis of the "massive value creation opportunity" inherent in a combination with E*Trade Financial or Charles Schwab. JANA and SAC that such a combination would result in annual net near-term synergies of $600 million to $800 million.

"In fact, if the board truly believes that entering into a strategic combination now would not create the highest possible long-term value for TD Ameritrade shareholders, we believe it is the board's duty to explain to shareholders why this is the case, which will require more than general references to optimal timing or business strategy," the letter stated.

The investors, in a May 29 letter, claimed that conflicts of interest on the board, specifically with the company's largest shareholder, Toronto-Dominion, were preventing TD Ameritrade from exploring opportunities.

TD Ameritrade is an Omaha, Neb., securities brokerage services and technology-based financial services company.

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