A PrivateBancorp investor is urging other shareholders to reject the Chicago company's proposed sale to CIBC in Toronto.
Glazer Capital in New York, which owns about 1.3% of the $19.1 billion-asset PrivateBancorp's stock, wrote in a letter that a "seismic shift in the valuation of regional banks" since June, when the $3.8 billion deal was announced, had rendered fairness opinions issued during negotiations "obsolete."
As a result, shareholders are being asked to back a merger "that offers what is now at best a negligible premium, and more likely a discount, to PrivateBancorp's standalone fair value," Paul Glazer, the firm's president and chief executive, added. Glazer said he agrees with Institutional Shareholder Services, which advised shareholders to reject the CIBC deal "as presently structured."
PrivateBancorp said in a regulatory filing that Glass Lewis and Egan-Jones, which also offer proxy advisory services, recommended that shareholders back the deal at a special meeting set for next Thursday. "We are pleased with the … recommendations in favor of the transaction, which reflect a clear understanding of the strategic benefits, compelling premium to the pre-offer value and potential for future value creation," James Guyette, PrivateBancorp's chairman, said in the filing.
Guyette said that, in addition to a 40% cash consideration, shareholders will receive CIBC stock "with a strong current dividend yield, providing the opportunity to benefit from the upside valuation potential of the combined company."
Glazer, for his part, argued in his letter that rejecting the merger would not put it jeopardy, indicating a belief that the parties could strike a new deal. Still, he contended that PrivateBancorp's stock could top $50 a share if the deal was nixed. (PrivateBancorp's stock, which is up more than 20% since the deal was announced, rose more than 4% in late afternoon trading Thursday to $48.81 a share.)