MERGER: TD Bank Financial Group (TD) and Commerce Bancorp, Inc (CBH)

Issue:

On 3/31/2008, Commerce Bancorp Inc. [CBH] was merged into TD Bank Financial Group [TD].

Cause:

This merger is not a typical cash plus stock reorganization. It is a completely taxable transaction. This opinion can be verified by reading the documents at:
http://www.tdbanknorth.com/investorrelations/newsreleasesId.aspx?ReleaseID=1060989.

For each CBH share, shareholders received $10.50 in cash and 0.4142 shares of TD common stock.

Resolution:

This merger will be accounted for as a sale of the CBH stock and a purchase of TD stock. The total merger consideration can be computed as the sum of the cash received plus the value of the TD shares received, plus any cash received for fractional shares. TD closed at $61.35 on 3/31/2008.
1) Multiply TD shares received by 61.35 = ____________
2) Cash received @ 10.50 times CBH shares = ____________
3) Cash in lieu of fractional shares, if any = __________________________
4) Total merger consideration (1) + (2) + (3) = _______________________

First, enter a sale of all CBH stock for the total merger consideration computed above. Round this sale amount to two decimal places. Then, enter a purchase of the number of TD shares received for the purchase amount computed in (1), above, rounded to two decimal places.

If the broker charges a Reorganization Fee, you can either deduct that as a commission against the sale of the CBH stock, or add it as a commission on the purchase of the TD shares.