Commerce Bancorp to Commence Mailing of Definitive Proxy Materials
January 07 2008 - 11:49AM
PR Newswire (US)
Special Meeting of Shareholders to Vote on Proposed Acquisition
Agreement Scheduled for February 6, 2008 CHERRY HILL, N.J., Jan. 7
/PRNewswire-FirstCall/ -- Commerce Bancorp, Inc. (NYSE:CBH)
announced today that it has filed with the Securities and Exchange
Commission definitive proxy materials in connection with its
pending merger transaction with TD Bank Financial Group (TDBFG)
(TSX and NYSE: TD). (Logo:
http://www.newscom.com/cgi-bin/prnh/20050104/PHTU036LOGO ) As
announced previously on October 2, 2007, Commerce Bancorp, Inc.
entered into a definitive agreement for TDBFG to acquire Commerce
Bancorp, Inc. Under the agreement, Commerce shareholders will
receive 0.4142 of a TD common share and US$10.50 in cash in
exchange for each common share of Commerce Bancorp Inc. A special
meeting of Commerce Bancorp, Inc. shareholders to consider and vote
upon the proposed acquisition has been scheduled for Wednesday,
February 6, 2008 at 4:00 p.m. at Commerce University, 4140 Church
Road, Mount Laurel, New Jersey 08054. Commerce Bancorp, Inc.
shareholders of record as of December 14, 2007 will be entitled to
vote at the special meeting. The mailing of the proxy materials,
including a proxy card and notice of the special meeting, to
Commerce shareholders is expected to take place on or about January
7, 2008. About Commerce Bank Commerce Bank, "America's Most
Convenient Bank," is a leading retailer of financial services with
470+ convenient stores in New Jersey, New York, Connecticut,
Pennsylvania, Delaware, Washington, D.C., Virginia, Maryland and
Florida. Headquartered in Cherry Hill, N.J., Commerce Bancorp
(NYSE:CBH) has $50 billion in assets. For more information about
Commerce, please visit the company's interactive financial resource
center at commerceonline.com, or call 888-751-9000. Forward-Looking
Statements The information presented may contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and comparable "safe harbor" of Canadian
legislation, including, but not limited to, statements relating to
anticipated financial and operating results, the companies' plans,
objectives, expectations and intentions, cost savings and other
statements, including words such as "anticipate," "believe,"
"plan," "estimate," "expect," "intend," "will," "should," "may,"
and other similar expressions. Such statements are based upon the
current beliefs and expectations of our management and involve a
number of significant risks and uncertainties. Actual results may
differ materially from the results anticipated in these
forward-looking statements. The following factors, among others,
could cause or contribute to such material differences: the ability
to obtain the approval of the transaction by Commerce Bancorp, Inc.
stockholders; the ability to realize the expected synergies
resulting for the transaction in the amounts or in the timeframe
anticipated; the ability to integrate Commerce Bancorp, Inc.'s
businesses into those of TD Bank Financial Group in a timely and
cost-efficient manner; and the ability to obtain governmental
approvals of the transaction or to satisfy other conditions to the
transaction on the proposed terms and timeframe. Additional factors
that could cause TD Bank Financial Group's and Commerce Bancorp,
Inc.'s results to differ materially from those described in the
forward-looking statements can be found in the 2007 Annual Report
on Form 40-F for The Toronto-Dominion Bank and the 2006 Annual
Report on Form 10-K of Commerce Bancorp, Inc. filed with the
Securities and Exchange Commission (SEC) and available at the SEC's
Internet site (http://www.sec.gov/). The Toronto-Dominion Bank has
filed a registration statement with the SEC which includes a
definitive proxy statement/prospectus regarding the proposed
transaction that will be mailed to Commerce shareholders.
Shareholders are encouraged to read the proxy statement/prospectus
regarding the proposed transaction, as well as other documents
filed with the SEC, because they contain important information.
Shareholders can obtain a free copy of the proxy
statement/prospectus, as well as other filings containing
information about The Toronto-Dominion Bank and Commerce Bancorp,
Inc., without charge, at the SEC's Internet site
(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 TD Bank Financial Group, 66 Wellington
Street West, Toronto, ON M5K 1A2, Attention: Investor Relations,
(416) 308- 9030, or to Commerce Bancorp, Inc., Shareholder
Relations, 1701 Route 70 East Cherry Hill, NJ 08034-5400,
1-888-751-9000. The Toronto-Dominion Bank, Commerce Bancorp, Inc.,
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 The
Toronto-Dominion Bank's directors and executive officers is
available in its Annual Report on Form 40-F for the year ended
October 31, 2007, which was filed with the Securities and Exchange
Commission on November 29, 2007, and its notice of annual meeting
and proxy circular for its most recent annual meeting, which was
filed with the Securities and Exchange Commission on February 23,
2007. Information regarding Commerce Bancorp, Inc.'s directors and
executive officers is available in Commerce Bancorp, Inc.'s proxy
statement for its most recent annual meeting, which was filed with
the Securities and Exchange Commission on April 13, 2007.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction. You may
obtain free copies of these documents as described in the preceding
paragraph. http://www.newscom.com/cgi-bin/prnh/20050104/PHTU036LOGO
http://photoarchive.ap.org/ DATASOURCE: Commerce Bancorp, Inc.
CONTACT: C. Edward Jordan, Jr., Executive Vice President of
Commerce Bancorp, Inc., +1-856-751-9000 Web site:
http://www.commerceonline.com/
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