Further re Tender Offer, etc.
BANCO COMERCIAL PORTUGUES S A
19 July 1999
Banco Comercial Portugues adds new the terms to the offer launched for
Mundial-Confianca and Launches new offers for Banco Pinto & Sotto Mayor, with
obligation to acquire Banco Totta & Acores s minorities, and Credito Predial
Portugues
Lisbon, 19 July 1999: Banco Comercial Portugues (BCP; NYSE: BPC, BPCPRA),
the leading Portuguese financial services group, today announced additional
terms of the offer for the acquisition of the entire share capital of
Companhia de Seguros Mundial-Confianca (MC) and launched two offers for 100%
of the share capital of its banking subsidiaries Banco Pinto & Sotto Mayor
(BPSM)(comprising an obligation to acquire the outstanding 6% minority
shareholding in Banco Totta & Acores (BTA)) and Credito Predial Portugues
(CPP).
All offers are at a significant premium to the current share price of each
business and will run in parallel, with simultaneous closing dates.
Offer for 100% of Mundial-Confianca's share capital
The principal economic terms of BCP's original offer for 100% of Mundial-
Confianca's share capital remain unchanged, with BCP offering a share
exchange of 2.02 BCP shares per Mundial-Confianca share, at a premium of 80%
over the market price for the shares on 17 June 1999. All Mundial-Confianca
shareholders can elect to receive the consideration entirely in cash, which
values the offer at EUR 50.1768 (Escudos 10,060) per share.
However, the offer to acquire all of the outstanding share capital in Mundial-
Confianca has been amended in one important respect. The original offer
sought the acceptances representing a majority of the share capital and
voting rights. This condition has been subject to an amendment, with BCP
reserving the right to acquire all Mundial-Confianca shares tendered in the
offer provided it acquires at least the majority of the share capital and
voting rights of Mundial-Confianca's subsidiaries.
New offers for BPSM (including the purchase of the minority shareholdings in
BTA) and CPP
BCP has also preliminarily announced the launching of two new offers for 100%
of the share capital of Mundial-Confianca's subsidiaries BPSM (comprising an
obligation to acquire the outstanding 6% minority shareholding in BTA) and
CPP, each at a significant premium to their share prices as at 16 July 16
1999. The offers represent an attractive valuation of these subsidiaries and
ensure the fair and transparent treatment of shareholders in the Mundial-
Confianca Group.
The new offers for BPSM and CPP have a minimum tender condition whereby BCP
would need to gain acceptance of the majority of the share capital and voting
rights of each for these offers to proceed. The offers are structured as
follows:
(a) The offer for BPSM consists of a share exchange of 25 BCP shares per 27
BPSM shares. Alternatively, BPSM shareholders can elect to receive the
consideration entirely in cash at EUR 23.1560 (PTE 4,462) per share, which
represents a 40% premium over the share price at 16 July 1999;
(b) The all cash offer for CPP is at EUR 14.3500 per share (PTE 2,877),
representing a 40% premium over the share price on 16 July 1999;
(c) The subsequent all cash offer, included in the mentioned obligation in
BPSM offer for the outstanding 6% minority shareholding in BTA is at EUR
26.1360 (PTE 5,240) per share, representing a 80% premium over the share
price on 16 July 1999.
Under current legislation, the launch of these offers is dependent, namely,
on the registration with the Stock Exchange Commission (CMVM) and on the non-
opposition of the Bank of Portugal and the Finance Ministry.
Rationale for the acquisition of Mundial-Confianca, BPSM, BTA and CPP
BCP is a leading financial services group in Portugal, with strong positions
in banking, insurance and asset management. However, as the European trend
towards consolidation in the financial services sector gathers pace, BCP is
increasingly focused on strengthening its domestic base to position itself as
an active participant in future cross border concentration and strategic
alliances.
Through the integration of the Mundial-Confianca Group, BCP would
significantly enhance its position as the leading Portuguese financial
services group, while also attaining an attractive strategic position in
Europe (3rd and 5th in Iberian Insurance and Banking, respectively).
In addition, 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.
BCP expects the acquisition of the Mundial-Confianca Group to enhance EPS by
more than 12% in 2001, relatively to the consensus forecast.
Strategic Benefits
Following the acquisitions, BCP intends to capitalise on the potential
offered by the following:
Leveraging of Mundial-Confianca Group's client base, by cross selling of BCP
products and services;
Integration of capabilities and resources in insurance and specialised
financial services;
Unlocking synergies by integrating specialist platforms for complementary
financial products and services;
Leveraging ServiBanca's services and managing resources.
Financial Impact
It is anticipated that the impact of combining the two groups will increase
EPS as early as 2000 as a result of cost savings, synergies and revenue
enhancement. Initial projections are for EPS enhancement of 4% from 2000 and
12% in 2001.
Cost and revenue synergies are expected to have a positive impact of EUR 253
million (PTE 50.7 billion) on a pre-tax basis, with the majority accruing by
2002, of which EUR 230 million (PTE 46.1 billion) will be derived from
banking and related financial services.
Successful attainment of earnings growth targets, together with increased
liquidity and a larger market capitalisation, should increase the potential
for a rerating for BCP shares.
For investor relations enquiries:
Rui Lopes BCP Tel: +35 11 422 4071
Kevin Soady/Toby Moore/ Citigate Dewe Rogerson Tel: +44 171 638 9571
Emma Pickford Rogerson
John McInerney/ Citigate Dewe Rogerson Tel: +1 212 688 6840
Cindy Lyman Rogerson
For media enquiries:
Portugal
BCP Antonio Cunha Vaz Tel: +351 936 640 5103
UK & International
Brunswick Lucas van Praag Tel: +35 11 422 4251
Jonathan Glass Tel: +44 171 404 5959
Spain
Grupo Albion Alejandra Moore Mayorga Tel: +34 91 531 2388
Latest directors dealings
- 2 hours ago ASOS
- 3 hours ago MJ Gleeson
- 3 hours ago Rolls-Royce Holdings
- 3 hours ago Crest Nicholson Holdings
- 4 hours ago Naked Wines