Offers

Banco Comercial Portugues S.A. 19 November 1999 Banco Comercial Portugues reaffirms offer for Banco Pinto & Sotto Mayor Offers for Mundial Confianca and Credito Predial Portugues withdrawn Lisbon, 18 November 1999: Banco Comercial Portugues (BCP; NYSE: BPC, BPCPRA), the leading Portuguese private sector financial services group, today reaffirmed its offer for 100% of the share capital of Banco Pinto & Sotto Mayor ('BPSM') and withdrew its offers for Mundial Confianca ('MC') and Credito Predial Portugues ('CPP'). This follows the publication on 15 November of the terms of the agreements between Caixa Geral de Depositos ('CGD'), Mr Champalimaud and Banco Santander Central Hispano ('BSCH'). Terms of the Offer BCP is offering to acquire 100% of the share capital of BPSM for a premium of 40% over the share price at the time of the preliminary announcement of the BCP offer for BPSM (16 July 1999). The offer for BPSM consists of a share exchange of 125 BCP shares per 27 BPSM shares (equal to 25 BCP shares before the 1/5 share split). Alternatively, BPSM shareholders can elect to receive the consideration in cash at EUR 23.156 (PTE 4,642) per BPSM share. The offer is subject to BCP gaining acceptances representing a majority of the share capital and voting rights of BPSM. The offer is also subject to the condition that any sale of BPSM's direct participations in Banco Totta & Acores ('BTA') and CPP is at prices at least equal to EUR 26.136 (PTE 5,240) for each BTA share and EUR 14.3500 (PTE 2,877) for each CPP share. This corresponds to the prices per share announced by BCP in the context of its BPSM and CPP offers. Rationale for the acquisition of BPSM BCP is the leading private sector financial services group in Portugal. Through the acquisition of BPSM, BCP will seek to continue to create shareholder value and enhance its position in the domestic market. Following the integration of BPSM within the Group, BCP will have pro-forma market shares of 24.7% in customer loans and 23.7% in number of branches. The strengthening of BCP's domestic base will position the bank as an active participant in future cross-border concentration and strategic alliances. BCP has proven experience in successfully integrating and extracting value from business combinations as illustrated by compound growth rates for earnings per share (EPS) and share price of 16% and 31% respectively in the period since BCP acquired Banco Portugues do Atlantico. Strategic Benefits BCP intends to capitalise on the potential offered by an acquisition of BPSM through the following - Leveraging of BPSM's client base, by intensifying cross selling of products and services - Integrating capabilities and resources in specialised financial services - Unlocking synergies by integrating specialist platforms for complementary financial products and services - Leveraging the BCP Group's existing back-office and IT platform (ServiBanca). Financial Impact BCP anticipates a positive impact on earnings per share ('EPS') as early as 2001, the first full year after the transaction. Projections are for EPS accretion of 6% in 2001 and 8% in 2002. Cost and revenue synergies are expected to have a positive impact of EUR 127.2 million (PTE 25.5 billion) on a pre-tax basis in 2002, with the majority already accruing by 2001. Successful attainment of earnings growth targets, together with increased liquidity and a larger market capitalisation, should increase the potential for a rerating of BCP shares. Commenting on the announcement Mr Jardim Goncalves, BCP's Chairman, said: 'BCP continues to review a number of options to strengthen its domestic base and secure its place as an active participant in a rapidly consolidating European financial services environment. The acquisition of BPSM would enhance our market position and deliver significant economic benefits from the integration of the company into the BCP Group. 'We believe our offer is an attractive proposition for BPSM shareholders who stand to realise a substantial premium for their investment and have the opportunity to participate in the future growth and strategic development of the new BCP Group. In addition, considerable value will be created for BCP's existing shareholders through the integration of BPSM. For further information: Rui Lopes BCP Tel: +35 121 422 4071 Kevin Soady/Toby Moore/ Citigate Dewe Rogerson Tel: +44 171 638 9571 Emma Pickford John McInerney/ Citigate Dewe Rogerson Tel: +1 212 688 6840 Cindy Lyman
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