SAO PAULO, Brazil, Nov. 13 /PRNewswire/ -- Itausa - Investimentos Itau
S.A. ('Itausa'), Banco Itau Holding Financeira S.A. (NYSE: ITU)
('Itau Holding'), Unibanco Holdings S.A. ('Unibanco Holdings') and Unibanco -
Uniao de Bancos Brasileiros S.A. ('Unibanco'), in compliance with paragraph 4
of Article 157 of Federal Statute 6404/76 and with Rules 358/2002 and 319/1999
of the Brazilian Securities and Exchange Commission ('CVM'), and in addition
to the press release of November 3rd, 2008, hereby inform the following:
1. The transaction
With the purpose of merging the financial operations of Itau Holding and
Unibanco, as per the terms of the press release of November 3rd, 2008, and in
the scope of the corporate restructuring of both groups, the following
transactions will be submitted for the approval of the shareholders of Itau
Holding, Banco Itau S.A. ('Banco Itau'), E.Johnston Representacao e
Participacoes S.A. - the controlling shareholder of Unibanco Holdings
('E.Johnston'), Unibanco Holdings and Unibanco, at extraordinary shareholder
meetings to be held on November 28th, 2008:
(i) the merger of all shares(1) of E.Johnston into Banco Itau;
(ii) the merger into Banco Itau of all shares of Unibanco Holdings that
are not indirectly held by it;
(iii) the merger into Banco Itau of all shares of Unibanco that are not
indirectly held by it; and
(iv) the merger of all shares of Banco Itau into Itau Holding, whose
corporate name will be changed to Itau Unibanco Banco Multiplo S.A.
2. Purposes
The purpose of the corporate restructuring described herein is to
guarantee a union of efforts and resources to create a Brazilian financial
institution of international proportions, with strong leadership in the
Brazilian banking system and with a prominent position in foreign financial
and capital markets, resulting in the improvement of both administrative and
operational efficiencies. With the closing of the restructuring, we expect
that Itau Unibanco Banco Multiplo S.A. will be prepared to:
(1) Merger of shares to be used, in the scope of this announcement, as
meaning 'incorporacao de acoes', as per Article 252 of Federal Statute
6404/76.
(i) strengthen its support to Brazilian companies in their national and
international operations;
(ii) expand its business in Brazil and compete in the international
market;
(iii) support the growth of credit transactions of both financial
institutions' clients;
(iv) substantially increase in synergies in all client segments.
In addition, one of the main competitive advantages of both Itau Holding
and Unibanco is the internal segmentation of the businesses, which allow them
to better identify the needs of each class of clients, to create specific
designed products and services and to optimize the use of each segment's
potential, offering a wide range of services and products to a diversified
base of individuals and corporate clients. The merger of both companies into
Itau Unibanco Banco Multiplo S.A. will enable the expansion of this
segmentation culture.
In this sense, both economic groups want to unify Itau Holding and
Unibanco into a single economic conglomerate. In order to do that, the best
corporate restructuring strategy consists in (i) all of the shares issued by
Unibanco being held, directly or indirectly, by Banco Itau, which is the
largest operating company of the new economic conglomerate to be created and
the company that will generate the most significant synergies in the
businesses of both economic groups, and (ii) Itau Unibanco Banco Multiplo S.A.
being the only publicly-listed financial institution of the economic
conglomerate, in order to guarantee more liquidity and transparency in the
trading of the shares of the economic conglomerate.
3. Summary of the Transaction's Structure
The mergers of the shares are steps of the corporate restructuring, which
has as its purpose to integrate Itau Holding and Unibanco's activities, and
the merger of the shares will be effected as described in item 1 above.
In order to define the structure for the merger of the shares issued by
E.Johnston, Unibanco Holdings, and Unibanco into Banco Itau and, subsequently,
into Itau Holding, the parties took into consideration the following facts:
(i) E.Johnston holds 525,398,072 common shares issued by Unibanco
Holdings and 378,434 common shares issued by Unibanco;
(ii) Unibanco Holdings holds 1,467,184,984 common shares and 127,743,681
preferred shares issued by Unibanco;
(iii) at the moment of the merger of Unibanco Holdings's shares, Banco
Itau will be, as a result of the prior merger of E.Johnston's shares into
Banco Itau, the indirect holder of the 525,398,072 common shares issued by
Unibanco Holdings;
(iv) at the moment of the merger of the shares of Unibanco, Banco Itau
will be (a) by virtue of the prior merger of the shares of E.Johnston, the
indirect holder of 378,434 common shares issued by Unibanco and (b) by virtue
of the prior merger of the shares of Unibanco Holdings, the indirect holder of
378,434 common shares issued by Unibanco and 1,467,184,984 common shares
issued by Unibanco and 127,743,681 preferred shares issued by Unibanco; and
(v) only the shares of Unibanco and Unibanco Holdings that are not
indirectly held by Banco Itau at the moment of the merger of the shares will
be merged into Banco Itau.
The chart below sets forth the current share ownership structure and the
share ownership structure that will result from this transaction:
(Photo: http://www.newscom.com/cgi-bin/prnh/20081113/CLTH044 )
4. Corporate documents and negotiations that preceded the Transaction
As informed in the material fact of November 3rd, 2008, the controlling
shareholders of Itausa and E.Johnston executed, on that same day, a joint
venture agreement aiming to merge the operations of Banco Itau and Unibanco.
In addition, before the implementation of the expected corporate
restructuring, Itausa shall transfer to Banco Itau all the shares that it
holds in Itausa Europa Investimentos SGPS Lda. and Itausa Export S.A.
('Export'), companies that hold all of Banco Itau Europa S.A.'s shares, for
approximately R$ 1,137 million, being R$ 587 million in cash and R$ 550
million by means of the merger of Export shares into Banco Itau, with the
issuance of 20,954,935 common shares.
Furthermore, as a preliminary step to the merger of the shares, on
November 12th, 2008 the management of the companies involved in the corporate
restructuring approved the respective protocols and justifications of the
mergers of the shares and the publishing of a call notice for the shareholders
meetings to decide upon such matters. Those protocols and justifications of
the mergers of shares were signed by the management of such companies in the
same date.
On November 12th, 2008, a shareholders' meeting of Banco Itau was held at
which was resolved (i) the creation of a class of preferred shares to afford
the delivery of such class of shares to Unibanco and Unibanco Holdings
shareholders in view of the corporate restructuring, (ii) a share split, so as
to mitigate the issuance of share fractions in the merger of Unibanco and
Unibanco Holdings shares and to allow a greater number of shareholders to be
able to migrate their equity stake to Itau Holding, (iii) the increase of the
maximum number of members that can compose the board of officers, and (iv) the
election of some of the current members of Unibanco's board of officers to the
board of officers of Banco Itau, so as to make the transition process
smoother. In the same way and also on November 12th, 2008, Unibanco's board of
directors elected some of Banco Itau's current officers to compose its board
of officers, for the same purpose.
Finally, it should be mentioned that Unibanco, Unibanco Holdings and Itau
Holding shareholders? meetings, to be held on November 28th, 2008, shall
decide, at a moment that shall immediately precede the decision on the merger
of the shares, on the following matters:
(a) Unibanco: (i) the re-ratification of the shareholders' meeting held on
July 16th, 2008, in which the capitalization of the amounts that were
registered in the statutory reserve intended to ensure that the company
maintains an adequate operational margin, in the amount of R$3,000,000,000.00
(three billion Reais), increasing the share capital from R$8,000,000,000.00
(eight billion of Reais) to R$11,000,000,000.00 (eleven billion of Reais), so
as to have the capital increase effected without the issuance of shares, as
per the provision of paragraph 1 of Article 169 of Federal Statute 6404/76,
being the stock dividends thereby cancelled; (ii) the cancellation of the
entirety of the shares held in treasury; (iii) in view of such deliberations,
the amendment of Article 4 of Unibanco's By-laws; (iv) the increase of the
maximum number of members that can compose the board of directors and the
audit committee, and (v) the election of new members to such corporate bodies;
(b) Unibanco Holdings: (i) the re-ratification of the annual meeting held
on July 16th, 2008, in which was approved the capitalization of
R$1,467,785,893.05 (one billion, four hundred sixty-seven million, seven
hundred eight-five thousand, eight hundred ninety-three Reais, and five cents)
registered in the reserve for unrealized profits and R$276,724,106.95 (two
hundred seventy-six million, seven hundred twenty-four thousand, one hundred
and six Reais, and ninety-five cents) registered in the reserve for unrealized
profits, so as to have the capital increase effected without the issuance of
shares, as per the provision of paragraph 1 of Article 169 of Federal Statute
6404/76, (ii) the cancellation of the entirety of the shares held in treasury
and (iii) in view of such decisions, the amendment of Article 5 of Unibanco
Holdings's By-laws; and
(c) Itau Holding: (i) the cancellation of 10,000,000 (ten million)
preferred shares held in treasury, and (ii) the increase of authorized
capital.
5. Criteria for the Valuation of shares
A.
