Further key steps towards its targeted organization structure confirm UniCredit Group's strong European strategy
- Transfer of BA-CA to UniCredit and re-organization of HVB's CEE assets
- Strengthening HVB's capital position for external and organic growth and creation of investment banking centre of expertise at HVB
Following initial steps towards its target organization model announced on 12 June 2005 and confirmed on 4 August 2006, the Board of Directors of UniCredit has today resolved on a number of transactions aimed at further strengthening the position of the Group as a leading European financial institution. Such transactions have the objective to simplify UniCredit Group's corporate structure and governance for a better accountability, to align Group entities to their core markets and facilitate the management of the business divisions and the achievement of its business goals.
Transfer of BA-CA to UniCredit
HVB will sell its 77.53% shareholding in Bank Austria Creditanstalt (BA-CA) to UniCredit at a price of €109.81 per share equivalent to a total cash consideration of approximately €12.5 billion.
Re-organization of HVB's CEE assets
HVB will sell its 100% shareholding in HVB Ukraine to UniCredit for a cash consideration of €83 million; UniCredit will have the right to assign the underlying share purchase agreement either to Bank Pekao or to Bank Pekao's Ukrainian subsidiary UniCredit Bank Ltd, with the objective to integrate such Ukrainian activities in Bank Pekao.
HVB will sell a shareholding of up to 70.3% in International Moscow Bank (IMB) to BA-CA for a cash consideration of up to approximately €984 million (including the 23.4% shareholding in IMB currently being sold by Nordea to HVB).
HVB will sell its 100% shareholding in HVB Latvia to BA-CA for a cash consideration of €35 million plus the capital increase of HVB Latvia of approximately €40 million subscribed by HVB in August 2006.
HVB Latvia will establish branches in Estonia and Lithuania and HVB will sell to such branches assets and liabilities held by its own branches in these countries for a cash consideration of €1 million and €9 million respectively as goodwill, plus the difference between the accounting value of assets transferred and liabilities assumed.
Strengthening of HVB's capital position for external and organic growth and establishment of a centre of expertise for investment banking at HVB
The transactions approved today are also part of the general refocusing strategy that HVB has been implementing since the business combination with UniCredit took place.
In support of HVB's further development, UniCredit's Board of Directors agreed on the following key principles with respect to HVB:
Use of the profits realised by HVB on the sale of the shareholding in BA-CA and of the other CEE entities as well as assets to significantly strengthen HVB's capital position in order to further develop HVB's business through organic growth or acquisitions, in the context of the Group's overall strategic growth plan and to potentially engage in restructuring the funding structure.
The establishment of a competence centre for all investment banking activities at HVB, which will direct all of UniCredit Group's investment banking operations for at least the next 7 years; and
The agreement that a four fifth majority of HVB's Supervisory Board members is required to adopt resolutions regarding the split of HVB into separate legal entities, for the term (i.e. 5 years) of the Business Combination Agreement signed by UniCredit and HVB on 12 June 2005.
The transactions involving HVB have also been approved today by HVB's Supervisory Board, while those concerning BA-CA have been approved by BA-CA's Supervisory Board on 6 September 2006. All transactions are subject to the approval of HVB's extraordinary shareholders' meeting to be held on 25 October 2006, as well as to the approval of the relevant authorities.
Merrill Lynch acted as financial adviser to UniCredit for the BA-CA transfer and for the HVB Ukraine transfer.
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Milan, 12 September 2006
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