Government and Shareholders Approve Charles Schwab-TD Ameritrade Merger

The Antitrust Division of the United States Department of Justice (DOJ) has informed the Charles Schwab Corporation that it has decided to close its investigation of the firm’s proposed acquisition of the TD Ameritrade Holding Corporation.

Furthermore, at a special meeting called earlier this week, Schwab stockholders approved the necessary proposals related to the firm’s acquisition of TD Ameritrade, thus freeing the much-discussed deal to actually occur. Now that the deal has been formally approved, integration is expected to take between 18 to 36 months to complete following the close. According to the firms, the value of the deal is approximately $26 billion.

“We’re gratified by the DOJ’s decision and appreciate its diligent and thorough review,” says Schwab President and CEO Walt Bettinger. “We are pleased to be clearing an important milestone in our planned acquisition of TD Ameritrade.”

As Bettinger points out, more than 99% of the share-votes cast by Schwab stockholders were made in favor of a proposal to issue new Schwab common shares to TD Ameritrade stockholders as consideration for the acquisition. More than 98% of the shares cast, representing over 85% of all outstanding shares, were voted in favor of an amendment to the fifth amended and restated certification of incorporation of Schwab to create a new class of nonvoting common stock to be issued to TD Bank and its affiliates as merger consideration.

Pursuant to the Schwab charter amendment, the number of authorized shares of Schwab capital stock will increase by 300 million, and Schwab will be authorized to issue 300 million shares of Schwab nonvoting common stock, each with a par value of $0.01 per share.

“We are pleased that Schwab’s stockholders have approved the proposals related to our announced acquisition of TD Ameritrade,” Bettinger says. “The combination will generate substantial long-term value for Schwab’s stockholders and bring together two leading firms with proud and similar histories of making investing more accessible to all. Together, with a focus on low-cost, great service and technology, we will form a company that is uniquely positioned to serve the investment, trading and wealth management needs of investors—and the advisers who serve them—in every phase of their financial journey.”

This development comes six months after the U.S. District Court for the Southern District of New York dismissed on procedural grounds an antitrust lawsuit filed to stop the merger. That lawsuit argued that the secession of competition between TD Ameritrade and Charles Schwab will harm consumers and independent financial advisers—particularly those with less than $200 million in client assets. According to the lead plaintiff, TD Ameritrade’s custodian services and technology are the only competitive alternatives to Charles Schwab for independent wealth management firms with smaller assets under management.

According to the plaintiffs in that case and others, the more recently announced acquisition of E*TRADE by Morgan Stanley further raises the antitrust stakes in the ongoing flurry of financial services industry merger and acquisition activity. Though its assets under management (AUM) are not massive ($360 billion) compared with some of the largest financial services providers, E*TRADE boasts more than 5.2 million brokerage client accounts, adding to Morgan Stanley’s existing 3 million client relationships.