TD To Acquire Epoch Investment Partners

• Complements TD Asset Management's existing capabilities
• Immediately and significantly advances organic growth strategy for TD's North American Wealth business

TORONTO, Dec. 6, 2012 /PRNewswire/ - TD (TD) (TSX and NYSE: TD) and Epoch Holding Corporation (NASDAQ: EPHC) including its subsidiary Epoch Investment Partners, Inc. today announced that they have signed a definitive agreement under which Epoch will be acquired by TD Bank Group for approximately US$668 million, in an all-cash transaction. Epoch Holding Corporation shareholders will receive US$28.00 in cash per share, representing a premium of approximately 28 per cent to Epoch's closing price on December 5, 2012.

"We've been looking for an opportunity to acquire a U.S. asset manager to build our North American Wealth business, which is a key growth area for TD," said Mike Pedersen, Group Head, Wealth Management, Insurance and Corporate Shared Services, TD. "This acquisition makes strategic sense for TD.  It will broaden our offer for institutional and retail clients in Canada and will immediately and significantly strengthen our U.S. Wealth business."

Epoch is a highly successful asset management firm with an excellent record of investment performance and an extremely strong and experienced management team. Epoch's investment strategies have exceeded their performance benchmarks over the past five years and their thought leadership in the investment community is well recognized. Founded in 2004 and headquartered in New York City, Epoch has 65 employees. Their asset management team has an average of over 20 years of investment management experience.

"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 & CEO, 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 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, CEO, Epoch Investment Partners, Inc. "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."

Epoch Holding Corporation's Board of Directors has unanimously recommended this transaction to their shareholders for approval. Members of Epoch Holding Corporation's management team and Board of Directors, who currently hold approximately 28 per cent of the company's outstanding shares, have demonstrated their support for the transaction by agreeing to vote such shares in favor of the transaction.

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