CHICAGO, Dec. 7, 2016 /PRNewswire/ -- 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
Certain statements contained in this communication may be deemed to be forward-looking statements under certain securities
laws, including the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 and any
applicable Canadian securities legislation. Forward-looking statements are typically identified by the words "believe",
"expect", "anticipate", "intend", "estimate", "forecast", "target", "objective" and other similar expressions or future or
conditional verbs such as "will", "should", "would" and "could". By their nature, these statements require us to make
assumptions, including the economic assumptions set out in the reports of PrivateBancorp and CIBC filed with the U.S. Securities
and Exchange Commission (the "SEC"), and are subject to inherent risks and uncertainties that may be general or specific. A
variety of factors, many of which are beyond our control, affect our operations, performance and results, and could cause actual
results to differ materially from the expectations expressed in any of our forward-looking statements. These factors include:
credit, market, liquidity, strategic, insurance, operational, reputation and legal, regulatory and environmental risk; the
effectiveness and adequacy of our risk management and valuation models and processes; legislative or regulatory developments in
the jurisdictions where we operate, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations
issued and to be issued thereunder, the Organisation for Economic Co-operation and Development Common Reporting Standard, and
regulatory reforms in the United Kingdom and Europe, the Basel
Committee on Banking Supervision's global standards for capital and liquidity reform and those relating to the payments system in
Canada; amendments to, and interpretations of, risk-based capital guidelines and reporting instructions, and interest rate and
liquidity regulatory guidance; the resolution of legal and regulatory proceedings and related matters; the effect of changes to
accounting standards, rules and interpretations; changes in our estimates of reserves and allowances; changes in tax laws;
changes to our credit ratings; political conditions and developments; the possible effect on our business of international
conflicts and the war on terror; natural disasters, public health emergencies, disruptions to public infrastructure and other
catastrophic events; reliance on third parties to provide components of our business infrastructure; potential disruptions to our
information technology systems and services; increasing cyber security risks which may include theft of assets, unauthorized
access to sensitive information, or operational disruption; social media risk; losses incurred as a result of internal or
external fraud; anti-money laundering; the accuracy and completeness of information provided to us concerning clients and
counterparties; the failure of third parties to comply with their obligations to us and our affiliates or associates;
intensifying competition from established competitors and new entrants in the financial services industry including through
internet and mobile banking; technological change; global capital market activity; changes in monetary and economic policy;
currency value and interest rate fluctuations, including as a result of market and oil price volatility; general business and
economic conditions worldwide, as well as in Canada, the U.S. and other countries where we and
CIBC have operations; our success in developing and introducing new products and services, expanding existing distribution
channels, developing new distribution channels and realizing increased revenue from these channels; changes in client spending
and saving habits; our ability to attract and retain key employees and executives; our ability to successfully execute our
strategies and complete and integrate acquisitions and joint ventures; and our ability to anticipate and manage the risks
associated with these factors. This list is not exhaustive of the factors that may affect any of our forward-looking statements.
These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking
statements. Additional information about these factors can be found in the reports filed by PrivateBancorp and CIBC with the SEC.
Any forward-looking statements contained in this communication represent the views of management only as of the date hereof and
are presented for the purpose of assisting our shareholders and financial analysts in understanding our financial position,
objectives and priorities and anticipated financial performance as at and for the periods ended on the dates presented, and may
not be appropriate for other purposes. We do not undertake to update any forward-looking statement that is contained in this
communication or in other communications except as required by law.
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SOURCE PrivateBancorp, Inc.