CIBC (NYSE: CM) urges investors to reject TRC Capital mini-tender
Rhea-AI Filing Summary
Canadian Imperial Bank of Commerce (CIBC) has received an unsolicited mini-tender offer from TRC Capital Investment Corporation to buy up to 1,000,000 CIBC common shares, about 0.109% of shares outstanding as of February 18, 2026, at CAD $126.50 per share in cash.
The offer price is about 4.5% below the CAD $132.41 closing price of CIBC common shares on February 18, 2026. CIBC does not endorse the offer, is not affiliated with TRC Capital Investment, and recommends shareholders reject the mini-tender.
CIBC highlights that regulators in Canada and the U.S. have raised concerns about mini-tender offers and encourages caution. Shareholders who already tendered can withdraw their shares at any time before 11:59 p.m. (Toronto time) on March 19, 2026, by following TRC Capital Investment’s procedures.
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FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
| For the month of February 2026 | Commission File Number: 1-14678 |
CANADIAN IMPERIAL BANK OF COMMERCE
(Translation of registrant’s name into English)
CIBC Square, 81 Bay Street
Toronto, Ontario
Canada M5J 0E7
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F ☐ | Form 40-F ☑ |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CANADIAN IMPERIAL BANK OF COMMERCE | |||||
| Date: February 27, 2026 | By: | /s/ Allison Mudge | |||
| Name: | Allison Mudge | ||||
| Title: | Senior Vice-President | ||||
Exhibits
| Exhibits | Description | ||
| 99.1 | News release dated February 27, 2026 - CIBC recommends shareholders reject TRC Capital Investment's below-market "mini-tender" offer for common shares | ||
Exhibit 99.1
CIBC recommends shareholders reject TRC Capital Investment's below-market "mini-tender" offer for common shares
TORONTO, Feb. 27, 2026 /CNW/ - CIBC (TSX: CM) (NYSE: CM) has received notice of an unsolicited mini-tender offer by TRC Capital Investment Corporation (TRC Capital Investment) to purchase up to 1,000,000 CIBC common shares, approximately 0.109% of the common shares outstanding as at February 18, 2026, at a below-market price of CAD $126.50 per share in cash.
TRC Capital Investment's unsolicited offer price of CAD $126.50 per share is approximately 4.5% lower than the CAD $132.41 closing share price of CIBC common shares on February 18, 2026, the business day prior to the date of the offer.
CIBC does not endorse TRC Capital Investment's unsolicited mini-tender offer, is not affiliated or associated in any way with TRC Capital Investment and recommends shareholders reject the offer.
TRC Capital Investment has made several similar unsolicited mini-tender offers for shares of several other public companies. Mini-tender offers are designed to result in a holding of less than 5% of a company's outstanding shares, thereby avoiding disclosure and procedural requirements applicable to most bids under Canadian and U.S. securities regulations. Both the Canadian Securities Administrators (CSA) and the U.S. Securities and Exchange Commission (SEC) recommend that investors exercise caution with mini-tender offers and have expressed serious concerns about them, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities.
The SEC has issued "Tips for Investors" regarding mini-tender offers, noting that some bidders, in making the offers at below-market prices, are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's advisory can be found on its website at http://www.sec.gov/investor/pubs/minitend.htm.
Information on the CSA's long-standing guidance on mini-tenders can be found on the Ontario Securities Commission website at https://www.osc.ca/en/securities-law/instruments-rules-policies/6/61-301/csa-staff-notice-61-301-staff-guidance-practice-mini-tenders.
CIBC strongly encourages brokers, dealers and other market participants to exercise caution and review the letter regarding broker-dealer mini-tender offer dissemination and disclosures on the SEC website at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
CIBC urges shareholders to obtain current market quotations for their shares, consult with their broker or financial advisor and exercise caution with respect to TRC Capital Investment's mini-tender offer. CIBC recommends that shareholders who have not responded to TRC Capital Investment's mini-tender offer take no action. According to TRC Capital Investment's offer documents, CIBC shareholders who have already tendered their shares can withdraw their shares at any time before 11:59 p.m. (Toronto time) on March 19, 2026, by following the procedures set forth in TRC Capital Investment's offer documents.
CIBC requests that a copy of this news release be included with any distribution of materials relating to TRC Capital Investment's mini-tender offer for CIBC common shares.
About CIBC
CIBC is a leading North American financial institution with 15 million personal banking, business, public sector and institutional clients. Across Personal and Business Banking, Commercial Banking and Wealth Management, and Capital Markets, CIBC offers a full range of advice, solutions and services through its leading digital banking network, and locations across Canada, in the United States and around the world. Ongoing news releases and more information about CIBC can be found at www.cibc.com/ca/media-centre.
SOURCE CIBC - Investor Relations
View original content to download multimedia: http://www.newswire.ca/en/releases/archive/February2026/27/c6263.html
%CIK: 0001045520
For further information: For more information: Jason Patchett, CIBC Investor Relations, 416-980-8691, jason.patchett@cibc.com; Erica Belling, CIBC Investor & Financial Communications, 416-594 7251, erica.belling@cibc.com
CO: CIBC - Investor Relations
CNW 07:00e 27-FEB-26