NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES; FUTURE OFFERS TO SELL OR EXCHANGE SECURITIES WILL ONLY BE MADE IN CERTAIN JURISDICTIONS AND ONLY FOLLOWING APPROVAL BY THE RELEVANT REGULATORS.
UniCredit announces that today it has submitted to the Austrian Takeover Commission ("ATC") the Offer Document for the envisaged voluntary offer for all shares in Bank Austria Creditanstalt AG ("Bank Austria") in the context of the business combination agreed with Bayerische Hypo- und Vereinsbank AG ("HypoVereinsbank"). The Offer Document is now subject to review by the ATC and it is expected to be published on August 26, 2005.
The Shareholders of Bank Austria will have the opportunity to choose between an exchange against newly issued UniCredit ordinary shares or a cash payment as consideration for tendering their Bank Austria shares.
In the Offer Document, UniCredit proposes to offer:
- with respect to the exchange offer, 19.92 newly issued UniCredit ordinary shares for each share in Bank Austria; or, alternatively,
- following discussions with the ATC with respect to the cash offer alternative, €79.60 per share in Bank Austria, representing an increase from the originally proposed price of €70.04 announced on June 12, 2005. The ATC has indicated that, at the current stage of its deliberations, such cash offer price complies with the minimum pric e rules of Austrian takeover law.
With regard to the envisaged exchange offer for all shares in HypoVereinsbank, UniCredit intends to submit the Offer Document on Monday August 8, 2005 to the German Financial Services Supervisory Authority (BaFin). Subject to BaFin approval, this Offer Document is also expected to be published on August 26, 2005. As previously announced, the share for share offer for all shares in HypoVereinsbank will be based on an exchange ratio of 5 newly issued UniCredit ordinary shares for each share in HypoVereinsbank.
The details of the envisaged offer for all shares in Bank BPH are still under discussion with the competent Polish regulators.