PrivateBancorp Board Unanimously Recommends
Stockholders Vote FOR the Transaction
PrivateBancorp Stockholders Will Receive
$27.20 in cash and 0.4176 CIBC
shares
plus next CIBC Quarterly Dividend
CIBC Reiterates Terms are Best and Final
Offer
TORONTO and CHICAGO,
May 8, 2017 /CNW/ - CIBC
(TSX: CM) (NYSE: CM) and PrivateBancorp, Inc. (NASDAQ: PVTB)
today reaffirmed that PrivateBancorp will hold a special meeting of
stockholders on Friday, May 12, 2017,
as previously announced, to vote on the proposal to adopt the
amended merger agreement with CIBC. PrivateBancorp stockholders of
record as of close of business on March 31,
2017 will be entitled to vote at the special meeting.
"We remain fully committed to the transaction with CIBC and the
board continues to unanimously recommend that stockholders vote in
favor of the compelling strategic combination," said James Guyette, Chairman of the Board of
PrivateBancorp. "Importantly, the combination with CIBC
accelerates certain key elements of our corporate strategy,
promoting both continuity and growth. The transaction
delivers certainty of value through the cash consideration and
upside potential through ownership in the combined company with
enhanced strategic capabilities. At this stage, we believe it
is in the best interest of both PrivateBancorp and CIBC to provide
certainty to all of our stakeholders by going forward with the
meeting as scheduled. We look forward to receiving the approval of
our stockholders on May 12."
"We have put forward our best and final offer and it is now up
to the PrivateBancorp stockholders," said Victor G. Dodig, CIBC's President and Chief
Executive Officer. "We are offering PrivateBancorp stockholders a
significant premium, including certainty of value through the cash
consideration and the opportunity to participate in the upside
potential of the combined company. We look forward to
PrivateBancorp stockholders becoming CIBC stockholders."
As previously announced, the amended merger agreement provides
that PrivateBancorp stockholders will receive US$27.20 in cash and 0.4176 of a CIBC common
share for each share of PrivateBancorp common stock held upon
completion of the proposed merger with CIBC.
CIBC previously affirmed that these terms represent its best and
final offer to the PrivateBancorp stockholders.
PrivateBancorp's board of directors unanimously reaffirmed its
recommendation upon entry into the May
4 amendment that PrivateBancorp stockholders approve the
transaction. The parties expect the transaction to close in
June 2017, subject to customary
closing conditions.
In addition to the merger consideration, in the event that the
merger is imminent but has not been consummated as of June 28, 2017, CIBC previously announced that it
intends to adjust as necessary the anticipated June 28, 2017 record date for its next quarterly
dividend to allow PrivateBancorp stockholders to participate in the
next quarterly dividend payable in respect of CIBC common shares.
CIBC's dividend for the quarter ended April
30, 2017, was C$1.27 per share
(or US$0.93, based on a currency
exchange rate of 0.7292), which would equate to US$0.39 for each share of common stock of
PrivateBancorp (prior to applicable withholding taxes). Dividends
are subject to approval by CIBC's board of directors. Any actual
U.S. dollar dividend will depend on the Canadian/U.S. dollar
exchange rate on the payment date and will be subject to applicable
withholding taxes.
About CIBC
CIBC is a leading Canadian-based global
financial institution with 11 million personal banking and business
clients. Through our three major business units - Retail and
Business Banking, Wealth Management and Capital Markets - CIBC
offers a full range of products and services through its
comprehensive electronic banking network, branches and offices
across Canada with offices in
the United States and around the
world. Ongoing news releases and more information about CIBC can be
found at www.cibc.com/ca/media-centre/ or by following on Twitter
@CIBC, Facebook (www.facebook.com/CIBC) and Instagram @CIBCNow.
About PrivateBancorp, Inc.
PrivateBancorp, Inc.,
through its subsidiary The PrivateBank, delivers customized
business and personal financial services to middle-market
companies, as well as business owners, executives, entrepreneurs
and families in all of the markets and communities it serves. As of
March 31, 2017, the company had 36
offices in 13 states and US$20.4
billion in assets. The company's website is
www.theprivatebank.com.
Important Additional Information and Where to Find
It
In connection with the proposed transaction, CIBC has
filed with the SEC a Registration Statement on Form F-4 that
includes a Proxy Statement of PrivateBancorp and a Prospectus of
CIBC, as well as other relevant documents concerning the proposed
transaction. The proposed transaction involving CIBC and
PrivateBancorp will be submitted to PrivateBancorp's stockholders
for their consideration. This communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities
or a solicitation of any vote or approval. STOCKHOLDERS OF
PRIVATEBANCORP ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders will be able to obtain a free copy of the
definitive proxy statement/prospectus, as well as other filings
containing information about CIBC and PrivateBancorp, without
charge, at the SEC's website (http://http://www.sec.gov). Copies of
the proxy statement/prospectus and the filings with the SEC that
will be incorporated by reference in the proxy statement/prospectus
can also be obtained, without charge, by directing a request to
CIBC, Commerce Court, Toronto, Ontario,
Canada M5L 1A2, Attention: Investor Relations, 416 304-8726;
or to PrivateBancorp, Investor Relations, 120 S. LaSalle St.,
Chicago, IL 60603, 312
564-2000.
Participants in the Solicitation
CIBC, PrivateBancorp,
their respective directors and executive officers and other persons
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding CIBC's
directors and executive officers is available in its Annual Report
on Form 40-F for the year ended October 31,
2016, which was filed with the SEC on December 1, 2016, and its management proxy
circular and notice of annual and special meeting of stockholders
for its 2017 annual and special meeting of stockholders, which was
furnished to the SEC under cover of a Form 6-K filed with the SEC
on March 9, 2017. Information
regarding PrivateBancorp's directors and executive officers is
available in the amendment to PrivateBancorp's Annual Report on
Form 10-K which was filed with SEC on May 1,
2016. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
proxy statement/prospectus and other relevant materials filed with
the SEC. Free copies of this document may be obtained as described
in the preceding paragraph.
Forward Looking Statements
Certain statements
contained in this communication may be deemed to be forward-looking
statements under certain securities laws. All such statements are
made pursuant to the "safe harbor" provisions of, and are intended
to be forward-looking statements under applicable Canadian and U.S.
securities legislation, including the United States Private
Securities Litigation Reform Act of 1995. These statements include,
but are not limited to, statements about the operations, business
lines, financial condition, risk management, priorities, targets,
ongoing objectives, strategies of PrivateBancorp and CIBC and the
regulatory environment in which they operate and outlook for
calendar year 2017 and subsequent periods. Forward-looking
statements are typically identified by the words "believe",
"expect", "anticipate", "intend", "estimate", "forecast", "target",
"objective" and other similar expressions or future or conditional
verbs such as "will", "should", "would" and "could". By their
nature, these statements require us to make assumptions, including
the economic assumptions set out in the reports of PrivateBancorp
and CIBC filed with the SEC, and are subject to inherent risks and
uncertainties that may be general or specific. A variety of
factors, many of which are beyond our control, affect our
operations, performance and results, and could cause actual results
to differ materially from the expectations expressed in any of our
forward-looking statements. These factors include: credit,
market, liquidity, strategic, insurance, operational, reputation
and legal, regulatory and environmental risk; the effectiveness and
adequacy of our risk management and valuation models and processes;
legislative or regulatory developments in the jurisdictions where
we operate, including the Dodd-Frank Wall Street Reform and
Consumer Protection Act and the regulations issued and to be issued
thereunder, the Organisation for Economic Co-operation and
Development Common Reporting Standard, and regulatory reforms in
the United Kingdom and
Europe, the Basel Committee on
Banking Supervision's global standards for capital and liquidity
reform and those relating to the payments system in Canada; amendments to, and interpretations of,
risk-based capital guidelines and reporting instructions, and
interest rate and liquidity regulatory guidance; the resolution of
legal and regulatory proceedings and related matters; the effect of
changes to accounting standards, rules and interpretations; changes
in our estimates of reserves and allowances; changes in tax laws;
changes to our credit ratings; political conditions and
developments, including changes relating to economic or trade
matters; the possible effect on our business of international
conflicts and the war on terror; natural disasters, public health
emergencies, disruptions to public infrastructure and other
catastrophic events; reliance on third parties to provide
components of our business infrastructure; potential disruptions to
our information technology systems and services; increasing cyber
security risks which may include theft of assets, unauthorized
access to sensitive information, or operational disruption; social
media risk; losses incurred as a result of internal or external
fraud; anti-money laundering; the accuracy and completeness of
information provided to us concerning clients and counterparties;
the failure of third parties to comply with their obligations to us
and our affiliates or associates; intensifying competition from
established competitors and new entrants in the financial services
industry including through internet and mobile banking;
technological change; global capital market activity; changes in
monetary and economic policy; currency value and interest rate
fluctuations, including as a result of market and oil price
volatility; general business and economic conditions worldwide, as
well as in Canada, the U.S. and
other countries where we and CIBC have operations, including
increasing Canadian household debt levels and global credit risks;
our success in developing and introducing new products and
services, expanding existing distribution channels, developing new
distribution channels and realizing increased revenue from these
channels; changes in client spending and saving habits; our ability
to attract and retain key employees and executives; our ability to
successfully execute our strategies and complete and integrate
acquisitions and joint ventures; the risk that expected synergies
and benefits of the merger between PrivateBancorp and CIBC will not
be realized within the expected time frame or at all; and our
ability to anticipate and manage the risks associated with these
factors. This list is not exhaustive of the factors that may
affect any of our forward-looking statements. These and other
factors should be considered carefully and readers should not place
undue reliance on our forward-looking statements. Additional
information about these factors can be found in the reports filed
by PrivateBancorp and CIBC with the SEC. Any forward-looking
statements contained in this communication represent the views of
management only as of the date hereof and are presented for the
purpose of assisting our stockholders and financial analysts in
understanding our financial position, objectives and priorities and
anticipated financial performance as at and for the periods ended
on the dates presented, and may not be appropriate for other
purposes. We do not undertake to update any forward-looking
statement that is contained in this communication or in other
communications except as required by law.
SOURCE CIBC - Investor Relations