425
Filed by Commerce Bancorp, Inc.
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
The information
presented, which includes an email from TD Banknorth sent to TD Banknorth
employees, Commerce Bancorp, Inc. employees and TD Bank Financial Group employees on November 19,
2007, may contain 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 Bancorp, Inc.s shareholders for their consideration. The
Toronto-Dominion Bank and Commerce Bancorp, Inc. have filed with the SEC a Registration Statement
on Form F-4 containing a preliminary proxy statement/prospectus and each of the companies plans to
file with the SEC other documents regarding the proposed transaction. Shareholders are encouraged
to read the preliminary proxy statement/prospectus regarding the proposed transaction and the
definitive proxy statement/prospectus when it becomes available, as well as other documents filed
with the SEC because they contain important information. Shareholders may obtain a free copy of the
preliminary proxy statement/prospectus, and will be able to obtain a free copy of the definitive
proxy statement/prospectus when it becomes available, 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 definitive proxy statement/prospectus and
the filings with the SEC that will be incorporated by reference in the definitive 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, 1-888-751-9000.
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, 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 definitive proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available.
EMAIL SENT TO TD BANKNORTH EMPLOYEES, COMMERCE BANCORP, INC. EMPLOYEES AND TD BANK FINANCIAL GROUP
EMPLOYEES ON NOVEMBER 19, 2007
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TO:
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TD Banknorth Employees |
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Commerce Employees |
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TDBFG AVPs and Above |
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FROM:
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Bharat Masrani |
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President and CEO, TD Banknorth |
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CC:
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D. DiFlorio |
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B. Falese |
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Please share with your teams |
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SUBJECT: |
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Kicking Off Planning For The Integration! |
Were on our way!
Last week, over 50 of our colleagues from TD Bank Financial Group, TD Banknorth and Commerce held
an exciting integration kick off meeting in New York to begin planning for the successful
integration of our companies. This was a critical step in our journey to build a true North
American powerhouse centered on convenience and service for Customers, should we receive
shareholder and regulatory approval.
While we all recognized the magnitude and complexities of the challenges ahead, I was inspired by
the confidence, leadership and universal agreement that we have a unique opportunity to create an
unparalleled Wow! experience for our Customers and our employees while delivering superior results
for our shareholders.
Integration Principles
Much of the discussion centered on the principles that will guide us in our decision making
throughout the integration. They speak to the key commitments well keep to our Customers,
employees and shareholders. Specifically, we will:
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Protect and enhance the Customer experience and expand our Customer base |
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Establish common leadership values and create a common culture built around the Customer |
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Treat employees fairly and with respect throughout the process |
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Communicate major decisions to employees as soon as we can |
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Leverage the best and the most cost-effective applications and processes to meet the
needs of the new, stronger combined entity |
Since the transaction was first announced, I have met with thousands of employees at both Commerce
and TD Banknorth and have been incredibly impressed with how excited everyone is about the
opportunities created when we bring our companies together. I am absolutely confident that by
adhering to these guiding principles, engaging our world-class employees and remaining relentlessly
focused on whats best for our Customers not only will we succeed well set a new benchmark for
excellence in North American financial services!
How will we do it? By leveraging the best each company has to offer. By attacking new markets,
attracting new Customers, accelerating our asset gathering capabilities and cross selling
additional products and services, such as wealth management, through our expanded network of more
than 1,000 stores and by creating an unparalleled employee experience.
Next steps: Integration Committees
The Committee Chairs and Co-Chairs are naming members to their teams and they will map out an
integration blueprint for each of their respective areas. These blueprints, due in mid-January,
will establish what steps we need
to take to enhance the Customer experience, align operating systems and corporate functions,
confirm financial synergies and determine quick wins for Customers, employees and shareholders.
Keeping you informed
Were committed to communicating with you frequently as we move forward and you should expect to
hear a lot more. Our first of many scheduled updates will be out in the next two weeks. Well
also introduce dedicated space on the various corporate intranet sites to share important
information about the planned integration, provide answers to frequently asked questions and
solicit your feedback on how were doing.
I know you share the enthusiasm and passion I saw in the meeting last week. I challenged each
person in the room to think big, approach the task of planning to combine our companies with an
open mind and agree that there is only one sacred cow the Customer.
As we Wow! our Customers with service and convenience, the rest will take care of itself and ensure
our success. I ask you to accept the challenge as well and join us on this amazing journey to
create a North American powerhouse!
For our employees in the U.S., have a safe and happy Thanksgiving.
Bharat
The information presented may contain 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. The Toronto-Dominion Bank
and Commerce Bancorp, Inc. have filed with the SEC a Registration Statement on Form F-4 containing
a preliminary proxy statement/prospectus and each of the companies plans to file with the SEC other
documents regarding the proposed transaction. Shareholders are encouraged to read the preliminary
proxy statement/prospectus regarding the proposed transaction and the definitive proxy
statement/prospectus when it becomes available, as well as other documents filed with the SEC
because they contain important information. Shareholders may obtain a free copy of the preliminary
proxy statement/prospectus, and will be able to obtain a free copy of the definitive proxy
statement/prospectus when it becomes available, 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 definitive proxy statement/prospectus and the filings with
the SEC that will be incorporated by reference in the definitive 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, 1-888-751-9000.
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, 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 definitive proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available.