PORTLAND – Canada’s TD Bank Financial Group is poised to become the sole owner of TD Banknorth after the boards of both banks agreed to TD Bank’s $3.2 billion offer for its remaining stake in the U.S. subsidiary, the banks announced Monday.

The Toronto-based company already owns 57 percent of TD Banknorth, a regional banking company based in Portland.

The offer price of $32.33 per share for the remaining 43 percent represents a 6.5 percent premium over Friday’s closing price on the New York Stock Exchange.

After the deal closes, TD Banknorth will become a wholly owned subsidiary of TD Bank. The transaction, subject to stockholder approval as well as approval from the Massachusetts Board of Bank Incorporation, is expected to close in March or April 2007.

“The transaction rewards our shareholders with a fair price and reaffirms TD’s long-term commitment to the U.S. banking industry,” William Ryan, TD Banknorth’s chairman and CEO, said in a statement.

TD Bank President and CEO Ed Clark said he remains committed to the future of TD Banknorth.

“TD Banknorth’s strength has always been as a customer-focused bank, and we don’t see that changing in light of today’s announcement,” he said.

When TD Bank bought a majority share in what was then Banknorth, it gave TD Bank a presence in the Northeast while allowing Banknorth to continue its growth strategy of acquiring small community banks.

TD Banknorth now has $40 billion in assets with more than 600 bank branches in Maine, Connecticut, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania and Vermont.

Once the acquisition is complete, TD Banknorth will no longer be traded on the New York Stock Exchange as a separate entity from TD Bank. But customers probably won’t notice much change at TD Banknorth branches with the bank name, logos and personnel expected to stay the same.

The company will continue to have its own board of trustees, and Ryan plans to stay on as chairman through 2010.