Overlap Issues In Commerce Bancorp- TD Bank Financial Group Merger

Research into the Commerce Bancorp Inc. (CBH) - TD Bank Financial Group (TD) merger reveals overlaps in Connecticut (2 counties), New Jersey (10), New York (3), and Pennsylvania (4), for a total of 19 county overlaps.

The market share data conclusively shows that in only one overlapping county -- Camden, NJ -- will the combined entity control more than 40% of the retail banking market. In the majority of overlapping markets, the combined market share is well below the 10% level as TD has a very small presence in New Jersey, New York, and Pennsylvania, with market shares in most counties less than 1%.

The market share data for Camden, New Jersey is as follows:

CBH (39.66%) / TD (3.34%) - 43.00% WACHOVIA - 13.09% PNC BANK - 12.59% BANK OF AMERICA - 4.68% HUDSON CITY SAVINGS - 4.48%

The next highest combined market share for an overlapping county is Atlantic, NJ (22.74%).

If the Federal Reserve Board has shown one tendency over the last four or five years, it is that only deals involving a high volume and market shares far exceeding 40% will receive any sort of attention. This is clearly not a merger that the Fed will apply much scrutiny or time, and will almost certainly require no action due to the single significant overlap.

In the past, the Fed could be expected to take roughly four months in a transaction like this. However, the current Fed habits suggest a decision will likely be issued in roughly a 90-day time frame, given the lack of competitive issues here. Only a high volume of motivated third-party intervenors could conceivably slow the review process here, and there is currently no indications that any consumer opposition (i.e. Inner City Press) exists.

Factoring in the both major holiday periods, there is absolutely no reason to expect federal regulatory delays beyond the end of February 2008.

Details of possible state reviews will be obtained and posted shortly