CHICAGO, Dec. 1, 2016 /PRNewswire/ -- PrivateBancorp,
Inc. (NASDAQ: PVTB) today announced that Glass, Lewis & Co.
("Glass Lewis") and Egan-Jones Proxy Services ("Egan-Jones"), two independent proxy voting and
corporate governance advisory firms, recommended PrivateBancorp
stockholders vote FOR the proposed acquisition of PrivateBancorp by
Canadian Imperial Bank of Commerce (TSX: CM) (NYSE: CM) for
$3.8 billion in cash and stock at the
special meeting of PrivateBancorp stockholders scheduled for
December 8, 2016.
"We are pleased with the Glass Lewis and Egan-Jones recommendations in favor of the
transaction, which reflect a clear understanding of the strategic
benefits, compelling premium to the pre-offer value and potential
for future value creation," said James
Guyette, Chairman of the Board. "This transaction offers
significant long-term strategic value for both companies, and the
Board urges stockholders to vote FOR the transaction."
Mr. Guyette continued, "In addition to the 40 percent cash
consideration, PrivateBancorp stockholders will receive CIBC stock,
with a strong current dividend yield, providing the opportunity to
benefit from the upside valuation potential of the combined
company. This transaction will enable PrivateBancorp to continue
building on its record of growth and client service under the
leadership of its current management team. The added benefits of
greater financial strength, a larger banking enterprise and deeper
wealth management capabilities in the U.S. will enable us to
accelerate the execution of our strategic plan."
In making its recommendation, Glass Lewis stated:
"By merging with a relatively larger bank in CIBC,
PrivateBancorp should benefit from the increased scale of the
combined company, as well as the potential to realize
merger-related synergies.The proposed consideration also appears to
us to provide shareholders with a relatively attractive valuation
and market premium for their PrivateBancorp
shares."[1]
Mr. Guyette also commented on the recommendation from
Institutional Shareholder Services ("ISS"), "We disagree with ISS's
recommendation. Notwithstanding the recent rally in bank stocks, we
remain fully committed to this transaction which provides
PrivateBancorp stockholders the certainty of a significant cash
payment, as well as the opportunity to participate in the future
growth and value creation of the combined company."
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. The Company has 34 offices in 12 states and, as of
September 30, 2016, had US$19.1 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, 2015, which was filed
with the SEC on December 3, 2015, 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.
[1] Permission to use quotes neither sought nor obtained.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/proxy-advisory-firms-glass-lewis-and-egan-jones-recommend-privatebancorp-stockholders-vote-for-sale-to-cibc-300371167.html
SOURCE PrivateBancorp, Inc.