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Published on 1/4/2008 in the Prospect News Special Situations Daily.

Commerce Bancorp sets meeting date for merger vote

By Lisa Kerner

Charlotte, N.C., Jan. 4 - Commerce Bancorp, Inc. shareholders will vote on the company's acquisition by the TD Bank Financial Group at a special meeting at 4 p.m. ET on Feb. 6 in New Jersey.

The record date for the meeting is Dec. 14, according to a 424B3 filing with the Securities and Exchange Commission.

As previously reported, TD Bank agreed to acquire Commerce Bancorp in a 75% stock and 25% cash deal valued at $8.5 billion.

Under the companies' Oct. 2 merger agreement, Commerce Bancorp shareholders will receive $10.50 in cash and 0.4142 shares of TD Bank common stock valued at about $42.00 per share.

The deal is expected to close in March or April.

TD Bank expects to issue approximately 81 million of its common shares to Commerce Bancorp shareholders.

Cherry Hill, N.J.-based Commerce Bancorp is the holding company for Commerce Bank NA and Commerce Bank/North.

Based in Toronto, TD Bank Financial Group consists of the Toronto-Dominion Bank and its subsidiaries.


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