CHICAGO, March 6, 2017
/PRNewswire/ -- PrivateBancorp, Inc. (NASDAQ: PVTB)
("PrivateBancorp") today announced that it has set a new record
date for its special meeting of stockholders to consider and act
upon the Agreement and Plan of Merger, dated June 29, 2016, by
and among PrivateBancorp, Canadian Imperial Bank of Commerce
("CIBC") and CIBC Holdco Inc., a wholly-owned subsidiary of
CIBC.
PrivateBancorp stockholders of record at the close of business
on March 31, 2017, will be entitled to receive the notice of,
and to vote at, the PrivateBancorp special meeting. The
PrivateBancorp special meeting is currently expected to be held on
or about May 4, 2017.
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 December 31, 2016, the
Company had 36 offices in 13 states and $20.1 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 may 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://www.sec.gov). Copies of the proxy
statement/prospectus and the filings with the SEC that are
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 shareholders for its 2016 annual and special meeting of
shareholders, which was furnished to the SEC under cover of a Form
6-K filed with the SEC on March 2,
2016. Information regarding PrivateBancorp's directors and
executive officers is available in PrivateBancorp's proxy statement
for its 2016 annual meeting filed on Schedule 14A, which was filed
with SEC on April 8, 2016. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be 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,
including the "safe harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995 and any applicable
Canadian securities legislation. 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 U.S. Securities and Exchange Commission
(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; 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; 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; 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
shareholders 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.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/privatebancorp-announces-new-record-date-for-special-meeting-of-stockholders-300418228.html
SOURCE PrivateBancorp, Inc.