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): October 2, 2007
Commerce Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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| New Jersey
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1-12069
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22-2433468 |
(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
Commerce Atrium, 1701 Route 70 East
Cherry Hill, NJ 08034-5400
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (856) 751-9000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On October 2, 2007, Commerce Bancorp, Inc. (the “Company”), The Toronto-Dominion Bank (“TD”),
and Cardinal Merger Co., a New Jersey corporation and a wholly-owned subsidiary of TD (“Merger
Sub”), announced they had entered into an Agreement and Plan of Merger (the “Merger Agreement”),
dated as of October 2, 2007. Pursuant to the Merger Agreement, Merger Sub will merge with and into
the Company, with the Company surviving the merger.
A copy of the joint press release of the Company and TD announcing the execution of the Merger
Agreement is included herein as Exhibit 99.1 and is incorporated herein by reference.
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Forward Looking Statements
The information presented may contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and any comparable “safe harbour” of applicable 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 2006 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 and available at the Securities and Exchange Commission’s
Internet site (http://www.sec.gov).
The proposed merger transaction involving The Toronto-Dominion Bank and Commerce Bancorp, Inc.
will be submitted to Commerce Bancorp’s shareholders for their consideration Shareholders are
encouraged to read the proxy statement/prospectus regarding the proposed transaction when it
becomes available because it will contain important information. Shareholders will be able to
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 will be incorporated by reference in the proxy statement/prospectus can
also be obtained, when available, 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, (856) 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, 2006, which was filed with the Securities and Exchange Commission on December 11, 2006, 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. 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 to be
filed with the SEC when they become available.