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Offers for Mundial Confianca and Credito Predial Portugues withdrawn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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