Form 8-K PRIVATEBANCORP, INC For: Dec 07

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  December 7, 2016

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under The Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under The Exchange Act (17 CFR 240.13e-4(c))

 

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Exhibit No.	Description
99.1	Press Release, dated December 7, 2016.

 

 

 

	PRIVATEBANCORP, INC.
Date: December 7, 2016	By:	/s/ Jennifer R. Evans
		Name: Jennifer R. Evans
		Title: Executive Vice President, General Counsel and Corporate Secretary

 

 

 

 

 

For further information:

Media Contact:

Amy Yuhn

312-564-1378

Investor Relations Contact:

Jeanette O'Loughlin

312-564-6076

PrivateBancorp Postpones Special Meeting of Stockholders

 

CHICAGO – December 7, 2016 – PrivateBancorp, Inc. (NASDAQ: PVTB) announced today that the special meeting of PrivateBancorp stockholders to vote on the merger with Canadian Imperial Bank of Commerce (TSX: CM) (NYSE: CM), which had been scheduled for December 8, 2016, has been postponed.  A new record date for the meeting is expected to be set for early in the first calendar quarter of 2017.  The new record date, as well as the new date, time and location for the special meeting, will be announced at a future date.

 

James Guyette, Chairman of the Board of Directors of PrivateBancorp, said, "Our Board of Directors and management team remain committed to this transaction and working with CIBC to obtain the required regulatory and shareholder approvals. In accordance with the recommendation of our special strategic opportunities committee comprised of independent directors, and with advice from independent legal and financial advisors, we have decided to postpone the vote on the CIBC merger.  In view of the significant changes to trading market conditions over the past few weeks, we believe it is in the best interests of all of PrivateBancorp's stockholders to have additional time to consider the value and long-term strategic benefits of this transaction."

 

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