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1 ACQUISITION OF BANKBOSTON’S OPERATIONS IN LATIN AMERICA May 2, 2006

ACQUISITION OF BANKBOSTON’S OPERATIONS IN LATIN AMERICA

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ACQUISITION OF BANKBOSTON’S OPERATIONS IN LATIN AMERICA. May 2, 2006. The Acquisition Agreement. - PowerPoint PPT Presentation

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  • ACQUISITION OF BANKBOSTONS OPERATIONS IN LATIN AMERICAMay 2, 2006

  • The Acquisition AgreementBanco Ita Holding Financeira S.A. (ITA) and Itasa Investimentos Ita S.A. (ITASA) announce today that they have entered into an agreement with Bank of America Corporation (BAC) dated 05-01-2006 which involves: The acquisition of BankBoston (BKB) in Brazil by ITA pursuant to the issuance of 68,518 thousand new non-voting ITA shares, equal to an approximate 5.8% share of ITAs total capital; The exclusive right for ITA to acquire BKBs operations in Chile and Uruguay, as well as certain other financial assets owned by clients of Latin America.

    The largest stock swap ever to be completed in the Brazilian financial services industry

  • Acquired BusinessesBank of AmericaCorporationBKB ChileBKBBrazilBKB UruguayCorporateMiddle&SmallPremierOptionOptionOCA UruguayCredit CardsOption

  • Price and Transaction Structure The acquisition of BKB Brazil will be effected in stock pursuant to the issuance of non-voting ITA shares, equal to an approximate 5.8% share of ITAs total capital (68,518 thousand new shares of ITA). Based on the non-voting shares average price on 04-28-06, these newly-issued shares would be valued at R$ 4.5 billion.

    The same transaction structure is expected for the remaining acquisitions and the amounts involved will be generally in line with their respective asset bases vis--vis BKB Brazil.

  • Recent Acquisitions in Shares in BrazilSource: Merrill Lynch

    DATEACQUIRERTARGETTOTALAMOUNTR$ MM% PAID IN SHARESSHARES ISSUED / TOTAL CAPITALApr-03ABN Amro RealSudameris2,29377.0%12.9%Jan-03BradescoBBV Brasil2,48025.4%4.4%Nov-02ItaBBA-Creditanstalt3,11916.7%3.0%Jul-00UnibancoBandeirantes1,044100.0%12.3%Apr-00BradescoBoavista946100.0%6.5%

    May-06ItaBKB Brazil4,508100.0%5.8%

  • Considerations Regarding BACs Investment in ITA BAC will appoint one member of ITAUs Board of Directors; The acquisition will involve the issuance of new non-voting ITA shares, will not give rise to preemptive subscription rights on the part of ITAs current shareholders; BAC does not have a Right of First Refusal, but will have tag along rights, in the event of a change of control at ITA; BAC shall not increase its stake above 20% of the issued and outstanding capital of ITA in the future; Shares issued in connection with this acquisition are subject to a 3-year lock-up period and, after this period, the sale of these shares in the market is limited to 15% of the average daily volume or block trade; ITA has a Right of First Offer should BAC decide to sell its stake.

  • BKB BrazilPresent in Brazil since 1947Assets (R$ MM)22,603Deposits (R$ MM) 5,911Shareholders Equity (R$ MM)2,124# of Employees4,800Ranked 13thby the CentralBank of Brazil# of Clients (thousands)203Assets under Management (R$ MM)26,014Loans (includes sureties and endorsements) (R$ MM)11,639Source: BKB Publication, BAC, Central Bank of Brazil and Market Share taken from ANBID Mar/05# of Branches661.4%0.6%3.3%1.4%MarketShare12-31-05

  • BKB Brazil - SegmentationBanking Revenues (BR) (*)Number of Clients(*) Banking Revenues = Financial Margins + Service FeesPosition: Dec.05Corporate31%High Net Worth Individuals38%Middle Market31%

    SEGMENTTHOUSANDSOF CLIENTSINCREASE IN BR (%) High Net Worth Individuals178.3118% Middle Market23.840% Corporate1.362%

  • Client Overlap / OpportunitiesClients whose limits should be reduced according to information on the largest clients

    SEGMENTESTIMATED OVERLAPESTIMATED LOSS IN BANKING REVENUESOPPORTUNITIESHIGH NET WORTH30%5%Sale of Insurance and Private Pension PlansMIDDLE MARKET37% 11%Cash Management ServicesCORPORATE12% 3%Cash Management Services Investment Banking Crossborder Transactions

  • Relevant Aspects Will become a shareholder of ITA, thus maintaining an important presence in the region, through a significant investment in a leading bank; Will appoint one member of ITAs Board of Directors. Leadership position among private banks in assets under management, custody, high net worth individual and corporate segments; Significant economies of scale in the large corporate and middle market segments; Acquisition of a premium credit card client base; Opportunity to expand into foreign markets in which ITA does not currently have a presence.BACITA and BAC will explore mutual cooperation opportunities to benefit their clientsITA

  • Important Highlights Maintenance of BKBs branches, which are highly regarded for their superior facilities, and integration with the Ita Personnalit segment (no intention to shut down branches);

    The ITA brand will be extended to the acquired businesses;

    ITA will add a set of highly qualified professionals to its current structure.ITA will continue to strengthen its tradition of providing differentiated service to its customers in the various market segments

  • BKB Chile (Exclusive Option)Assets (R$ MM)5,330Deposits (R$ MM)3,490Shareholders Equity (R$ MM)872BankBoston ChileLoans (R$ MM)3,578Source: BACParity CLP 514.21 / US$ 1.00 e R$ 2.2407 / US$ 1.00 as of 12-31-05Investment Grade

    Baa1 from Moodys# of Branches44# of Clients (thousands) 5812-31-05

  • BKB Uruguay (Exclusive Option)Assets (R$ MM)1,844Deposits (R$ MM)1,510Shareholders Equity (R$ MM)125BankBoston UruguayLoans (R$ MM)503Source: BACParity UYU 24.17 / US$ 1.00 e R$ 2.2407 / US$ 1.00 as of 12-31-05Assets (R$ MM)239Shareholders Equity (R$ MM)55Loans (R$ MM)160OCAMarketShare 50%# of Branches1512-31-05372,000clients12-31-05# of Branches23

  • Pro Forma AnalysisAssetsLoans (*)Deposits151.222.667.811.652.05.919.8 %23.4%21.0%Assets Under Management120.326.040.3%R$ BILLION(*) Includes sureties and endorsementsShareholders Equity15.62.121.6%7.44.25.022.41.1181.283.662.9168.718.9

    %

    BKBBrazil

    PRO FORMA

    BKBForeign

    CombinedITA + BKB

    ITA

    INFORMATION AS OF 12-31-05

  • %Pro Forma Analysis (Continued)(*) Adjusted for BKB Brazil hedge transactions# of Employees# of Clients (thousands)# of Branches

    BKBBrazil

    PRO FORMA51,0364,80016,6492032,3916613.7%3.9%6.2%Efficiency Ratio (*)50.3%77.3%2.4 bpsBasle Ratio17.0%14.7%-0.3 bps2,2004508278.0%15.8%58,03617,3032,53952.7%16.7%

    BKBForeign

    CombinedITA + BKB

    ITA

    INFORMATION AS OF 12-31-05

  • BKB earnings requirements to avoid dilution in 2005ITA + BKBITANet Income (R$ MM)ROE (%p.a.)ROA (%p.a.)Efficiency Ratio5,5765,251BKB Brazil 325Fiscal Year 2005EPS (R$/share)4.744.74Shares Outstanding (mm)1,176.21,107.74.7468.513.4%1.4%77.3%33.7%3.5%50.3%RequiredIn light of its scale, ITA is in a position to make this acquisition EPS accretive in a short period of time.

  • Accounting Effects It is managements intention to effect the write-off of the goodwill amount resulting from this transaction in the fiscal year of 2006. It is estimated that ITAs net income will be reduced by R$ 2.2 billion, net of taxes, as a result of the amortization of goodwill. The amount of dividends/interest on own capital to be distributed to the pro forma ITA shareholder base for the fiscal year 2006 will not be impacted by this amortization of goodwill and should, therefore, be higher than those paid out in 2005;

    The transaction is expected to be EPS accretive in the second half of 2007;

    The Basle Ratio, pro forma for the acquisition, will equal approximately 16.7%.

  • Impact of the Transaction on Itasa Decline in stake in ITA from 48.2% to 45.4% (R$ 0.4 billion);

    Gain from the equity method due to capital increase at ITA (R$ 2.0 billion);

    Negative impact of goodwill amortization at ITA (R$ 1.0 billion);

    ESTIMATED POSITIVE NET EFFECT ON NET INCOME (R$ 0.6 BILLION).

  • DisclaimerThis presentation contains forward-looking statements. These statements may include the plans and objectives of management for future operations and financial objectives, loan portfolio growth, and availability of funds. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors that could cause actual results to differ materially include the uncertainties of economic, competitive, and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately, and many of which are beyond the control of the Bank. Although the Bank believes that the assumptions underlying the forward-looking statements included herein are reasonable, any of the assumptions could be inaccurate and therefore there can be no assurance that the forward-looking statements included herein will prove to be accurate. Therefore, the inclusion of such information should not be regarded as a representation by the Bank or any other person that the objectives and plans of the Bank will be achieved.