Canada's TD Bank eyes further U.S. expansion with $1.3 billion Cowen purchase

By Nichola Saminather and Manya Saini

(Reuters) -Canada's Toronto Dominion Bank said it will buy New York-based boutique investment bank Cowen Inc for $1.3 billion in cash, seeking to boost its presence in the high-growth U.S market.

The deal marks TD's second acquisition bid in the United States this year and the Canada's second-largest lender by market value has made no secret of its ambitions to expand in the world's biggest economy. TD will fund the acquisition from the $1.9 billion proceeds from the sale of shares of Charles Schwab, announced on Monday.

Canada's major banks have been on a shopping spree south of the border in the past year, seeking growth away from home, where the Big Six banks control nearly 90% of the market.

National Bank Financial analysts said the deal provides "valuable diversification" of TD's U.S. capital markets business, but flagged integration as a primary risk, saying it is "notoriously difficult when involving investment banking operations with different cultures."

In February, TD said it would buy Memphis-based First Horizon Corp for $13.4 billion in its biggest ever acquisition.

Investors had already expressed concern around integration following the First Horizon deal.

The Cowen deal values the target at $39 a share, a nearly 10% premium to its last closing price. Cowen shares rose 8.9% in morning trading in New York. TD shares slipped 1.3%.

The transaction is "modestly positive (for TD), especially given that it is on-strategy with the bank’s push into its U.S.-dollar platform," Credit Suisse Analyst Joo Ho Kim wrote in a note.

On Monday, TD said it was selling 28.4 million shares of Schwab, reducing its ownership to about 12% from 13.4%. That stake was the result of Schwab's purchase of TD Ameritrade, of which TD owned 43%. TD said it has no current plans to sell more Schwab shares.

TD expects pre-tax integration costs of about $450 million over three years, and revenue synergies of $300-350 million by the third year.

TD must pay a termination fee of $42.25 million if it cancels the deal because of a recommendation change or another superior proposal.

The deal is expected to close in the first quarter of 2023.

(Reporting by Nichola Saminather in Toronto and Manya Saini in Bengaluru; Editing by Aditya Soni and Tomasz Janowski)