TORONTO and CHICAGO,
May 8, 2017 /PRNewswire/ -- 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://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.
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SOURCE PrivateBancorp, Inc.