Commerce Bancorp Inc Buyout

Commerce Bancorp Inc (CBH)
TD Bank Financial Group (TD)
$8.5B Stock/Cash buyout

Summary

Canadian bank buys "America's Most Convenient Bank"

$10.50 per CBH stock plus 0.4141 shares of TD stock; $8.5B total
CBHstock chart

Announced 10.02.07

Press release
Form 8-K
Background of the merger scroll to page 33

Approved 2.06.08

Advisors

Financial

CBH : Goldman Sachs
TD : JP Morgan Securities / Keefe Bruyette & Woods

Legal

CBH : Sullivan & Cromwell
TD : Simpson Thacher & Bartlett

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger

1.1 The Merger
1.2 Effective Time
1.3 Effects Of The Merger
1.4 Closing Of The Merger
1.5 Certificate Of Incorporation
1.6 Bylaws
1.7 Board Of Directors
1.8 Officers

Article II Consideration; Exchange Procedures

2.1 Effect On Company Common Stock
2.2 No Fractional Shares
2.3 Merger Sub Capital Stock; Issuance Of Surviving
Company Common Stock
2.4 Treatment Of Options And Other Stock Based Awards
2.5 Reservation Of Right To Revise Structure
2.6 Withholding
2.7 Certain Adjustments

Article III Exchange Of Certificates For Merger
Consideration

3.1 Parent To Make Merger Consideration Available
3.2 Exchange Of Certificates

Article IV Company Reps

4.1 Corporate Organization
4.2 Capitalization
4.3 Authority; No Violation
4.4 Consents And Approvals
4.5 Sec Documents; Other Reports; Internal Controls
4.6 Financial Statements; Undisclosed Liabilities
4.7 Brokers Fees
4.8 Absence Of Certain Changes Or Events
4.9 Legal Proceedings
4.10 Taxes
4.11 Employees; Employee Benefit Plans
4.12 Board Approval; Shareholder Vote Required
4.13 Compliance With Applicable Law
4.14 Certain Contracts
4.15 Agreements With Regulatory Agencies
4.16 Company Information
4.17 Title To Property
4.18 Insurance
4.19 Environmental Liability
4.20 Opinion Of Financial Advisor
4.21 Intellectual Property
4.22 Loan Matters
4.23 Transactions With Affiliates
4.24 Community Reinvestment Act Compliance
4.25 Labor Matters
4.26 Derivative Instruments And Transactions
4.27 Approvals

Article V Parent Reps

5.1 Corporate Organization
5.2 Capitalization
5.3 Authority; No Violation
5.4 Consents And Approvals
5.5 Sec Documents; Other Reports; Internal Controls
5.6 Financial Statements; Undisclosed Liabilities
5.7 Brokers Fees
5.8 Absence Of Certain Changes Or Events
5.9 Legal Proceedings
5.10 Board Approval; No Shareholder Vote Required
5.11 Compliance With Applicable Law
5.12 Agreements With Regulatory Agencies
5.13 Financing
5.14 Parent Information
5.15 Approvals

Article VI Covenants Relating To Conduct Of Business

6.1 Conduct Of Business Prior To The Effective Time
6.2 Company Forbearances
6.3 No Fundamental Parent Changes
6.4 Company Dividends

Article VII Additional Agreements

7.1 Regulatory Matters
7.2 Access To Information
7.3 Shareholder Approval
7.4 Acquisition Proposals
7.5 Reasonable Best Efforts
7.6 Affiliates
7.7 Employees; Employee Benefit Plans
7.8 Indemnification; Directors And Officers Insurance
7.9 Advice Of Changes
7.10 Financial Statements And Other Current Information
7.11 Stock Exchange Listing
7.12 Takeover Laws
7.13 Stockholder Litigation
7.14 Transition Committee
7.15 Drip And Purchase Plan
7.16 Investment Portfolio Management
7.17 Sale Of Commerce Banc Insurance Services, Inc

Article VIII Conditions Precedent

8.1 Each Party
8.2 Parent
8.3 Company

Article IX Termination

9.1 Termination
9.2 Effect Of Termination

Article X General Provisions

10.1 Nonsurvival Of Representations, Warranties And
Agreements
10.2 Amendment
10.3 Extension; Waiver
10.4 Expenses
10.5 Notices
10.6 Interpretation
10.7 Counterparts
10.8 Entire Agreement
10.9 Governing Law; Consent To Jurisdiction; Waiver Of
Jury Trial
10.10 Specific Performance
10.11 Severability
10.12 Publicity
10.13 Assignment; Third Party Beneficiaries
10.14 Construction

Proxy Solicitation

Definitive proxy statement 1.04.07

Table of contents

Preliminary proxy statement 11.13.07

Table of contents

Deal Protection

No shop covenant

Merger agreement 7.4

Break-up fee

$332mm, plus out-of-pocket expenses
Agreement 9.2

Regulatory Approvals

HSR Act

Merger agreement 5.4

Fairness Opinion

Goldman Sachs fairness opinion

Proxy statement disclosure scroll to page 40

Tax Matters

Disclosure

Proxy statement disclosure

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