Filed by The Toronto-Dominion Bank
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Commerce Bancorp, Inc.
Commission File No.: 1-12069
This filing contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and comparable safe harbour provisions 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 Groups 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 Commissions
Internet site (http://www.sec.gov).
The proposed merger transaction involving The Toronto-Dominion Bank and Commerce Bancorp, Inc.
will be submitted to Commerce Bancorps 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
SECs 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 Banks 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.
The Toronto-Dominion Bank filed a press release under cover of a Form 6-K on October 26, 2007,
which Form 6-K is hereby incorporated by reference in its entirety into this filing.