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Epoch Holding Corporation To Enter Into A Merger Agreement With TD Bank Group

Epoch Holding Corporation (“ Epoch” or the “Company”) (Nasdaq: EPHC), a leading investment manager and investment adviser, today announced that it has entered into a merger agreement with TD Bank Group. The common stock of Epoch Holding Corporation, the parent of Epoch Investment Partners, Inc., will be acquired by TD Bank Group for cash consideration of approximately $668 million. Epoch stockholders will receive $28.00 in cash per share, representing a premium of approximately 28% to Epoch’s closing price on December 5, 2012.

“Epoch is pleased to be joining forces with TD, whose financial strength will enhance our competitive advantage as we continue to deepen and expand our capabilities,” said William W. Priest, Chief Executive Officer of Epoch. “We are confident that this transaction will strengthen Epoch’s existing franchise and further support our client-focused efforts. Our investment management philosophy aligns with TD’s long-term strategy. This transaction allows us to combine Epoch’s U.S. and global equities expertise with TD’s client-centric approach.”

Following the completion of the transaction, Epoch will continue to operate and serve clients under its current brand name and operating structure. Epoch’s management and investment team, philosophy and process will remain the same. As part of the transaction, the leadership team of Epoch, both investment and business personnel, have entered into long-term employment agreements reinforcing their commitment to the firm.

“The combination of our two firms, which share compatible cultures and complementary investment disciplines, will help us better serve clients on both sides of the border. Epoch will enable TD Asset Management to substantially broaden our expertise in U.S. and global equities,” said Brian Murdock, Chairman and Chief Executive Officer, TD Asset Management. “This transaction represents an excellent opportunity for both Epoch and TD Asset Management to build on our respective strengths to solve client needs.”

Epoch’s Board of Directors unanimously recommended this transaction to their stockholders for approval. Members of Epoch’s management team and Board of Directors, who currently collectively hold approximately 28% of Epoch’s outstanding shares, have demonstrated their support for the transaction by agreeing to vote in favor of the transaction. This transaction, which is subject to the approval of Epoch’s stockholders, and satisfaction of other customary closing conditions for a transaction of this type, is expected to close in the first half of 2013.

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