Item 8.01. Other Events.
On June 4, 2020, The Charles Schwab Corporation ("Schwab") issued a press
release announcing that on June 3, 2020 the Antitrust Division of the Department
of Justice ("the DOJ") informed Schwab that the DOJ has decided to close its
investigation of the proposed acquisition by Schwab of TD Ameritrade Holding
Corporation. A copy of the press release is filed as Exhibit 99.1 to this report
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are attached hereto:
Exhibit No. Description of Exhibit
99.1 Press Release, dated June 4, 2020.
104 Cover Page Interactive Data File (formatted as inline XBRL document)
Important Information About the Transaction and Where to Find it
In connection with the proposed transaction between Schwab and TD Ameritrade
Holding Corporation ("TD Ameritrade"), Schwab and TD Ameritrade have filed and
will file relevant materials with the Securities and Exchange Commission (the
"SEC"). Schwab has filed a registration statement on Form S-4 that includes a
joint proxy statement of Schwab and TD Ameritrade that also constitutes a
prospectus of Schwab. The registration statement on Form S-4, as amended, was
declared effective by the SEC on May 6, 2020 and Schwab and TD Ameritrade mailed
the definitive joint proxy statement/prospectus to their respective stockholders
on or about May 6, 2020. INVESTORS AND SECURITY HOLDERS OF SCHWAB AND TD
AMERITRADE ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR
WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of the registration
statement and the definitive joint proxy statement/prospectus and other
documents filed with the SEC by Schwab or TD Ameritrade through the website
maintained by the SEC at http://www.sec.gov or by contacting the investor
relations department of Schwab or TD Ameritrade at the following:
The Charles Schwab Corporation TD Ameritrade Holding Corporation
211 Main Street
200 South 108th Avenue
San Francisco, CA 94105 Omaha, Nebraska 68154
Attention: Investor Relations Attention: Investor Relations
(415) 667-7000
(800) 669-3900
investor.relations@schwab.com
Schwab, TD Ameritrade, their respective directors and certain of their
respective executive officers may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction. Information
regarding the directors and executive officers of Schwab, and their direct or
indirect interests in the transaction, by security holdings or otherwise, is
contained in Schwab's Form 10-K for the year ended December 31, 2019, its proxy
statement filed on March 31, 2020 and its Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. Information regarding the directors and executive
officers of TD Ameritrade, and their direct or indirect interests in the
transaction, by security holdings or otherwise, is contained in TD Ameritrade's
Form 10-K for the year ended September 30, 2019, as amended, and its Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K. Additional information
regarding the participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise, is contained
in the definitive joint proxy statement/prospectus and other relevant materials
filed with the SEC.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell
or the solicitation of an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote of approval, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
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