On March 30, 2017, PrivateBancorp, Inc., a Delaware corporation ("PrivateBancorp"), entered into an Amendment (the "Amendment") to the Agreement and Plan of Merger, dated as of June 29, 2016 (the "Original Merger Agreement"), by and among PrivateBancorp, Canadian Imperial Bank of Commerce, a Canadian chartered bank ("CIBC"), and CIBC Holdco Inc., a Delaware corporation and a direct, wholly owned subsidiary of CIBC ("Holdco").
As described in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on July 6, 2016, the Original Merger Agreement had provided for PrivateBancorp to merge with and into Holdco, with Holdco surviving the merger (the "Merger") and, at the effective time of the Merger (the "Effective Time"), each share of common stock, without par value, of PrivateBancorp to be converted into the right to receive (i) 0.3657 common shares of CIBC and (ii) $18.80 in cash (collectively, the "Per Share Merger Consideration").
The Amendment revises the Per Share Merger Consideration to be (i) 0.4176 common shares of CIBC and (ii) $24.20 in cash.
The Original Merger Agreement provided that a termination fee of $150 million would be payable by PrivateBancorp to CIBC upon termination of the Merger Agreement under certain specified circumstances. The Amendment revises the amount of the termination fee to be $198 million.
The foregoing description of the Amendment and the Original Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment and the Merger Agreement, copies of which are attached hereto as Exhibit 2.1 and to the Current Report on Form 8-K filed by PrivateBancorp on July 6, 2016, respectively, and are incorporated herein by reference. Other than as expressly modified pursuant to the Amendment, the Original Merger Agreement remains in full force and effect as originally executed on June 29, 2016.
The Amendment and the above description of the Amendment have been included to provide investors with information regarding the terms of the Amendment. It is not intended to provide any other factual information about PrivateBancorp, CIBC or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Original Merger Agreement and the Amendment were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the parties in connection with negotiating the terms of the Original Merger Agreement and the Amendment, including being qualified by confidential disclosures made by each party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. In addition, certain representations and warranties may be subject to a contractual standard of materiality different from those generally applicable to investors and may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Information concerning the subject matter of the representations, warranties and covenants may change after the date of the Original Merger Agreement and the Amendment, as applicable, which subsequent information may or may not be fully reflected in public disclosures by PrivateBancorp or CIBC. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition PrivateBancorp, CIBC or any of their respective subsidiaries, affiliates or businesses. The Original Merger Agreement and the Amendment should not be read alone, but should instead be read in conjunction with the other information regarding the parties that is or will be contained in, or incorporated by reference into, the documents that PrivateBancorp and CIBC file with the SEC.
