TD Bank Financial Group to Acquire Commerce Bancorp Inc.



    Combination Creates North American Powerhouse and  Offers Superior Value
    Creation

    TORONTO and CHERRY HILL, NJ, Oct. 2 /CNW/ - TD Bank Financial Group
(TDBFG) (TSX and NYSE:   TD) and New Jersey-based Commerce Bancorp Inc.
(NYSE:   CBH) today announced that they have signed a definitive agreement for
TDBFG to acquire Commerce Bank in a 75% stock and 25% cash transaction valued
at US$8.5 billion.
    "Acquiring Commerce Bank offers a singularly unique and compelling
opportunity for our shareholders - one that is both a strategic fit and a
superior value creation opportunity through accelerated organic growth. The
combination of Commerce with TD Banknorth doubles the scale of our US banking
business and accelerates our transformation to a leading North American
financial institution," said Ed Clark, President and Chief Executive Officer,
TD Bank Financial Group. "Commerce brings an impressive geographic footprint
and market share in a contiguous region and a complementary North American
retail banking business model."
    The addition of Commerce Bank would give TD Bank Financial Group more
than 2,000 branches in North America and approximately one-quarter of a
trillion dollars in deposits, making it the first bank with critical mass in
both the Canadian and US markets. TD Bank Financial Group will become the
seventh largest bank in North America as measured by branch locations.
    "Our joining forces with TD Bank Financial Group opens the door to
tremendous new growth opportunities," said Dennis DiFlorio, Chairman, Commerce
Bank N.A. "Combining TD's broad array of sophisticated retail and commercial
products with our unparalleled banking convenience is truly exciting. We are
delighted for our customers, employees and shareholders."

    Description of the Transaction

    Under the agreement, Commerce shareholders will receive 0.4142 shares of
a TD common share and US$10.50 in cash in exchange for each common share of
Commerce Bancorp Inc. The consideration was negotiated on the basis of
US$42.00 per share value for Commerce Bank. The transaction value based on the
October 1, 2007 closing price of TD common shares is $42.37. The transaction
will be taxable for Commerce shareholders for US federal income tax purposes,
including the TD shares they receive.
    Following the completion of the transaction, TDBFG expects to take a one
time restructuring charge of approximately US$490 million pre-tax. On a GAAP
basis, the transaction is expected to be 28 cents dilutive in fiscal 2008 and
22 cents dilutive in 2009 to TD's earnings, and 10 cents dilutive in 2008 and
flat in 2009 on an adjusted basis. The deal is expected to close in March or
April 2008 subject to approvals from Commerce shareholders and US and Canadian
regulatory authorities.
    Commerce has determined to take certain actions with respect to its
balance sheet, with the intention of reducing the exposure to changes in
interest rates. The Company intends to sell a portion of its fixed-rate
investment securities portfolio and reinvest in short term or floating rate
AAA-rated securities. Commerce presently anticipates that it will record an
after-tax charge of approximately US$150 million in the third quarter related
to these actions. In addition, Commerce has agreed to negotiate the sale of
Commerce Banc Insurance Services, Inc. (CBIS) to George E. Norcross, III,
Chairman and Chief Executive Officer of Commerce Banc Insurance Services, Inc.
(CBIS) and a director of the Commerce Board, subject to the approval of TD
Bank Financial Group.
    Mr. DiFlorio and Bob Falese, President and Chief Executive Officer,
Commerce Bank will continue to be responsible for running Commerce, based at
its headquarters in Cherry Hill, New Jersey and will report to Bharat Masrani,
President and Chief Executive Officer, TD Banknorth upon the conclusion of the
transaction.

    Accelerating TD Banknorth's growth strategy

    "Commerce gives us scale in the Mid-Atlantic and will allow us to
turbocharge our organic growth strategy," said Masrani. "We look forward to
creating the first truly integrated, North American financial services
powerhouse."

    Advisors

    TD Securities Inc., J.P. Morgan Securities Inc. and Keefe, Bruyette &
Woods, Inc. are serving as financial advisors and Simpson Thacher & Bartlett
LLP is serving as legal advisor to TD Bank Financial Group. Goldman, Sachs &
Co. is serving as financial advisor and Sullivan & Cromwell LLP is serving as
legal advisor to Commerce Bancorp Inc.

    Commerce Bank Key Facts & Figures

    
    -   As "America's Most Convenient Bank," Commerce Bank offers personal
        and commercial banking, insurance, investment planning and wealth
        management services.
    -   The Bank's "have it your way" approach emphasizes Commerce's hallmark
        products and services including seven-day branch banking, free
        personal chequing, online banking and stock trading at
        commerceonline.com, and 1-800-YES-2000, a full-service, 24-hour bank-
        by-phone system.
    -   In a market of highly critical customers, Commerce Bank ranks highest
        in satisfying banking customers in the New York City metropolitan
        area, according to the J.D. Power and Associates 2006 Retail Banking
        Satisfaction Study.

    The operations of Commerce Bank include:
    -   Nearly 460 locations and close to 700 Automated Teller Machines
        (ATMs) throughout New Jersey, New York, Connecticut, Pennsylvania,
        Delaware, Washington, DC, Virginia, Maryland and Southeast Florida
    -   2.4 million customers
    -   US $100 million in average deposits per branch
    -   US $48 billion in assets as of June 30, 2007
    -   US $44 billion in deposits as of June 30, 2007
    -   More than 15,000 employees
    

    Conference Call Information

    TD Bank Financial Group will hold an analyst conference call today,
October 2, 2007 at 8:30 a.m. ET to discuss the details of the transaction. The
call will feature a presentation by Ed Clark, President and CEO and Colleen
Johnston, Chief Financial Officer of TD Bank Financial Group and Bharat
Masrani, President and CEO of TD Banknorth. Joining the call from Commerce
Bancorp Inc. will be Dennis DiFlorio, Chairman, Robert Falese, President and
CEO, and Doug Pauls, Chief Financial Officer. The call is expected to last
60 minutes.
    A question and answer period for pre-qualified analysts and investors
will follow the formal presentations. Both calls will be webcast live via TD's
website at www.td.com/investor as well as the investor relations section of
Commerce Bank's website at www.commerceonline.com. Pre-qualified analysts and
investors may access the call by calling 416-915-5651or toll free at
1-800-732-0232. Media may also access the call at those numbers, but in
listen-only mode. Recordings of the presentation will be archived on TD's
website (www.td.com) following the webcast and will be available for replay
for a period of at least one month. The replay of the webcast will also be
accessible from the investor relations section of Commerce's website at
www.commerceonline.com.

    About TD Bank Financial Group

    The Toronto-Dominion Bank and its subsidiaries are collectively known as
TD Bank Financial Group. The Bank serves more than 14 million customers in
four key businesses operating in a number of locations in key financial
centres around the globe: Canadian Personal and Commercial Banking, including
TD Canada Trust as well as the Bank's global insurance operations (excluding
the U.S.); Wealth Management, including TD Waterhouse Canada, TD Waterhouse
U.K. and the Bank's investment in TD Ameritrade; U.S. Personal and Commercial
Banking through TD Banknorth; and Wholesale Banking, including TD Securities.
The Bank also ranks among the world's leading on-line financial services
firms, with more than 4.5 million on-line customers. The Bank had $404 billion
in assets as at July 31, 2007. The Bank is headquartered in Toronto, Canada.
The Bank's common stock is listed on the Toronto Stock Exchange and the New
York Stock Exchange under symbol: TD, as well as on the Tokyo Stock Exchange.

    About Commerce Bancorp Inc.

    Commerce Bank, "America's Most Convenient Bank," is a leading retailer of
financial services with almost 460 convenient stores in Metropolitan New York,
Metropolitan Philadelphia, Metropolitan DC and Southeast Florida.
Headquartered in Cherry Hill, New Jersey, Commerce Bancorp (NYSE:   CBH) has
approximately $49 billion in assets. For more information about Commerce,
please visit the company's interactive financial resource center at
http://www.commerceonline.com.

    Forward-Looking Statements and Additional Information

    The information presented may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 and
comparable "safe harbour" of 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 Group's 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
Commission's 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's 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 SEC's 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, 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 Bank's 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.

    /NOTE TO PHOTO EDITORS: A photo accompanying this release is available on
    the CNW Photo Network and archived at http://photos.newswire.ca.
    Additional archived images are also available on the CNW Photo Archive
    website at http://photos.newswire.ca. Images are free to accredited
    members of the media/





For further information:

For further information: Media: Neil Parmenter, TD Bank Financial Group,
(416) 982-4285; Jeff Nathanson, TD Banknorth, (207) 761-8517; David Flaherty,
Commerce Bank, (856) 751-4069; Investors: Tim Thompson, TD Bank Financial
Group, (416) 982-6346; Doug Pauls, Commerce Bank, (856) 751-2727


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