TORONTO and CHICAGO,
May 4, 2017 /PRNewswire/ -- CIBC
(TSX: CM) (NYSE: CM) and PrivateBancorp, Inc. (NASDAQ: PVTB) today
announced that they have entered into a second amendment that
increases the cash consideration under the previously amended
merger agreement (collectively, the "Amended Agreement"). The
revised terms were unanimously approved by both boards of
directors.
Under the Amended Agreement, PrivateBancorp stockholders will
receive, upon completion of the proposed merger with CIBC, an
additional US$3.00 in cash for each
share of common stock of PrivateBancorp held, which consideration
in the aggregate will be equal to US$27.20 in cash and 0.4176 of a CIBC common
share for each share of common stock of PrivateBancorp held. CIBC
affirmed that the terms of the Amended Agreement represent CIBC's
best and final offer to the PrivateBancorp stockholders.
Based upon Wednesday's closing price of CIBC's common shares on
the New York Stock Exchange (US$79.58), the Amended Agreement values
PrivateBancorp at approximately US$4.9
billion (C$6.8 billion, or
US$60.43 per share), which represents
a 26 percent increase in value compared to the initial terms
announced on June 29, 2016.
To allow PrivateBancorp stockholders to participate in the next
quarterly dividend payable in respect of CIBC common shares after
the merger, CIBC intends to adjust the anticipated June 28, 2017, record date for its next quarterly
dividend to a date following the effective date of the merger, in
the event that the merger is imminent but has not been consummated
as of June 28, 2017. 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.
The special meeting of PrivateBancorp stockholders is scheduled
to take place on May 12, 2017.
PrivateBancorp stockholders of record as of close of business on
March 31, 2017, will be entitled to
vote on the Amended Agreement. PrivateBancorp's board of directors
reaffirmed its recommendation that PrivateBancorp stockholders
approve the transaction.
Approvals and Timing
The transaction is subject to customary closing conditions,
including approval by PrivateBancorp's stockholders and by banking
regulators in Canada and the
United States. On May 3, 2017,
the Illinois Department of Financial and Professional Regulation,
Division of Banking, issued an order approving the transaction. The
parties are confident that the remaining closing conditions will be
satisfied in time to close the transaction in June 2017.
PrivateBancorp investors with questions about the transaction or
how to vote their shares may contact PrivateBancorp's proxy
solicitors, Innisfree M&A Incorporated, by calling toll-free at
888-750-5834, or Alliance Advisors, LLC, by calling toll-free at
855-976-3324.
Additional Transaction Details
The total value of the consideration that PrivateBancorp common
stockholders will receive upon the closing of the transaction will
be based in part on the value of CIBC common shares at closing.
CIBC will satisfy aggregate consideration payable to PrivateBancorp
stockholders by paying approximately US$2.2
billion (C$3.0 billion) in
cash and issuing approximately 33.5 million CIBC common shares,
representing an approximately 45 percent cash and 55 percent stock
mix.
CIBC expects the transaction will be accretive to earnings per
share within three years of the closing date and to maintain a
strong Common Equity Tier (CET) 1 ratio at closing above 10
percent. CIBC's CET 1 ratio was 11.9 percent as at January 31, 2017.
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.