TORONTO, Nov. 4 /CNW/ - CIBC (CM: TSX; NYSE) today announced that it has
agreed to sell to Oppenheimer Holdings Inc. (OPY: NYSE) its U.S. domestic
investment banking, equities, leveraged finance and related debt capital
markets businesses. The transaction also includes CIBC's Israeli investment
banking and equities business, and certain parts of other U.S. capital
markets-related businesses located in the UK and Asia.
CIBC will retain its other U.S. wholesale businesses, which include real
estate finance, equity and commodity structured products, merchant banking and
oil and gas advisory, as well as the balance of its U.S. debt capital markets,
Asia and U.K businesses.
CIBC will also maintain its corporate lending capability and its ability
to distribute Canadian equities and fixed income products in the U.S. and
international markets on behalf of its Canadian clients.
Under the terms of the agreement, CIBC will receive a deferred payment on
the fifth anniversary of closing based on the performance of Oppenheimer's
combined capital markets business over that five-year period. CIBC will also
receive warrants exercisable for one million Oppenheimer shares at the end of
the five year period.
As part of the transaction, Oppenheimer will borrow $100 million from
CIBC in the form of a subordinated loan. In addition, CIBC will provide a
warehouse facility, initially up to $1.5 billion, to a newly formed
Oppenheimer U.S. entity to finance and hold the syndicated loans for U.S.
middle market companies. Underwriting of loans pursuant to the warehouse
facility will be subject to joint credit approval by Oppenheimer and CIBC.
"This transaction gives CIBC the opportunity to benefit from
Oppenheimer's future success," said Gerry McCaughey, CIBC's President and
Chief Executive Officer. "It will also permit CIBC to redeploy capital over
time to further support the continued growth of our strong and profitable U.S.
and international operations, as well as our core Canadian businesses. This is
in line with our strategic imperative to achieve consistent and sustainable
performance over the long-term."
Albert Lowenthal, Oppenheimer's CEO, said: "We are pleased to once again
be partnering with CIBC and believe that the combination of these resources
will significantly increase Oppenheimer's penetration in capital markets. The
firm is now positioned to service clients with a complete offering of capital
markets services, including M&A advisory, equity underwriting, high-yield
fixed income origination and loan syndication. The timing of this acquisition
will permit us to gain market penetration at a time that other firms are
pulling back. We look forward to working with our associates both new and old
in making this a success."
For the U.S. businesses, the proposed transaction is expected to close in
January 2008, subject to regulatory approvals. A second closing is anticipated
for the overseas operations, including the Israeli broker-dealer. CIBC does
not expect the proposed transaction to have a material impact on its earnings
per share or Tier 1 capital ratio, either at closing or on an ongoing basis.
CIBC World Markets is the wholesale and corporate banking arm of CIBC,
providing a range of integrated credit and capital markets products,
investment banking, and merchant banking to clients in key financial markets
in North America and around the world. We provide innovative capital solutions
and advisory expertise across a wide range of industries as well as top-ranked
research for our corporate, government and institutional clients.
Oppenheimer Holdings, through its principal subsidiaries, Oppenheimer &
Co. Inc. (a U.S. broker-dealer) and Oppenheimer Asset Management Inc., offers
a full range of services from 81 offices in 21 states and through local
broker-dealers in 2 foreign jurisdictions. The Company offers trust and estate
services through Oppenheimer Trust Company. Evanston Financial Corporation is
engaged in mortgage brokerage and servicing. In addition, through its
subsidiary, Freedom Investments, Inc. and the BUYandHOLD division of Freedom,
the Company offers online discount brokerage and dollar-based investing
CIBC will hold an analyst/investor/media call to discuss this
announcement on November 5 at 2 p.m. (EST). A live audiocast will be available
in English and French at www.cibc.com, About CIBC. Participants can also
listen to the conference call in English (416-641-6139 in Toronto, or
toll-free 1-866-299-6657 throughout the rest of North America) and French
(514-861-4190 or toll-free 1-877-580-3850 throughout the rest of North
America). A slide presentation will be available at www.cibc.com, About CIBC,
prior to the call. A telephone replay will be available in English
(416-695-5800 or 1-800-408-3053, passcode 3240586 followed by the number sign)
and French (514-861-2272 or 1-800-408-3053, passcode 3241047 followed by the
number sign) until midnight (EST) on Monday, November 19, 2007.
This news release contains forward-looking statements. These
forward-looking statements include, but are not limited to, statements about
the proposed acquisition by Oppenheimer Holdings Inc. of CIBC's domestic U.S.
investment banking, equity capital markets, leveraged finance, research and
related businesses, as well as operations, financial condition, strategies and
outlook of CIBC. A forward-looking statement is subject to inherent risks and
uncertainties that may be general or specific. A variety of factors, many of
which are beyond CIBC's control could cause actual results to differ
materially from the expectations expressed in CIBC's forward-looking
statements including the possibility that the proposed transaction does not
close when expected or at all and that CIBC and Oppenheimer Holdings may be
required to modify aspects of the proposed transaction to achieve regulatory
approval. Readers should not place undue reliance on CIBC's forward-looking
statements. CIBC does not undertake to update any forward-looking statement
that is contained in this news release.
For further information:
For further information: Rob McLeod, CIBC, (416) 980-3714 for media
inquiries; John Ferren, CIBC, (416) 980-2088 for analyst/investor inquiries