Banco Comercial Portugues S.A.
26 January 2000
Merger by incorporation of Banco Portugues do Atlantico into Banco Comercial
Portugues
(Lisbon, 25 January 2000) The Senior Board of Banco Comercial Portugues and the
Boards of Directors of BCP and Banco Portugues do Atlantico approved the merger
by incorporation of Banco Portugues do Atlantico into Banco Comercial Portugues.
This proposal will be submitted to the General Meeting of Shareholders of both
institutions (in March), and the conclusion of this process is expected to occur
in May.
According to these transaction terms, 4 new BCP shares will be exchanged for 5
Atlantico shares. Given BCP and Atlantico share prices as at 24 January (EUR
5.80 and 4.09, respectively), this proportion corresponds to a valuation of EUR
4.64 for Atlantico shares, thus representing a 13.4% premium for Atlantico
shareholders.
The merger by incorporation of Banco Portugues do Atlantico into Banco Comercial
Portugues is an important step towards the consolidation of the Group, while
seizing an opportunity to create additional value to BCP and Atlantico
shareholders. The acceleration of the consolidation process of financial
services industry throughout domestic markets, the development of pan-European
alliances and the emergence of new non-traditional operators supported by new
technologies appear as new competitive challenges. This operation will allow to
share the benefits that result simultaneously from a strong position in the
domestic market and the access and development of opportunities in international
market. In the context of the Economic Monetary Union creation, it has been
noticed an increasing preference of investors by companies with higher market
capitalisation and with more transparent structures, with consequences in
valuation indicators.
For Banco Portugues do Atlantico shareholders, exchange conditions represent a
significant premium against the last share price and the price of the IPO in
July 1998. Therefore, the 160,000 (approximately) Atlantico shareholders will
have the opportunity to reinforce the shareholder base of the largest listed
financial institution and to achieve the valuation potential natural to
capitalisation and liquidity increases and to synergies only accessible through
a merger process.
According to Banco Comercial Portugues, in addition to the benefits associated
to shareholder base enlargement with the increase of the proportion of small
retail investors and the strengthening of Shareholder's Equity without the
requirement of additional financing by the current shareholders, this merger -
with a timing schedule coincident with Banco Mello integration - will create
additional value for shareholders, suggested in Earnings per Share estimated
growth of 2% in 2001; the internalisation of operating synergies resultant from
the merger, the flexibility of rationalisation of distribution networks, the
simplification of customers migration processes and the possibility of an
integrated approach of more sophisticated business or markets constitute the
main determinants of the benefits of this operation, which are estimated in PTE
3.4 billion in 2000 and PTE 5 billion in 2001.
Banco Comercial Portugues confirms its effort and confidence in the success of
current consolidation initiatives, namely the Public Tender Offer for the share
capital of Banco Pinto & Sotto Mayor, a transaction that will allow the
enhancement of the benefits of this merger.
As a result of this merger into BCP (that will incorporate Banco Mello
simultaneously), the Board of Directors will be extended to thirteen members.
The Senior Board has already approved a proposal of election of the following
Directors, which would be submitted to the forthcoming General Shareholders
Meeting, in addition to the appointment already announced of Mr. Francisco
Lacerda:
- Mr. Alexandre Bastos Gomes
- Mr. Miguel Cadilhe
- Mr. Rui Barata
The remainder Directors of Banco Portugues do Atlantico will retain their
responsibilities as members of the Board of Directors of ServiBanca.
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