Ad-hoc-Meldung / Ad hoc Release
nach § 15 WpHG / pursuant to § 15 of the German Securities Trading Act
UniCredit: Bank Austria signs agreement to acquire majority shareholding in AFT Bank in the Republic of Kazakhstan
Today, Bank Austria Creditanstalt AG (BA-CA), responsible within the UniCredit Group for commercial banking activities in CEE, has signed a share purchase agreement with private shareholders to acquire a majority shareholding in JSC ATF Bank (ATF).
The purchase price for the entire outstanding capital of ATF is US$2,175 million (€1,625 million at current exchange rates), plus an amount equal to the capital increase (currently estimated at around US$100 million or ca. €75 million) to be subscribed by ATF's existing shareholders before completion of the transaction. Since the transaction is expected to be completed during the second half of 2007, the purchase price will be adjusted by an amount equal to 50% of ATF's 2007 net profit. The transaction will be financed entirely from existing internal resources.
BA-CA's objective is to acquire up to 100% of ATF's outstanding share capital through the acquisition of shares from the current majority shareholders and the mandatory tender offer to be launched for the remaining minorities. Following these steps, the level of ownership will be at least equal to 85% of the outstanding share capital of the bank.
This transaction confirms the continued strong commitment of UniCredit Group to the CEE region. Through the acquisition of ATF, the Group will strengthen its network through a leading presence in the Republic of Kazakhstan, as well as additional operations in the Republic of Kyrgyzstan, the Republic of Tajikistan and the Russian Federation. The expansion in the Republic of Kazakhstan, with its fast growing and stable economic environment, is a natural development of the growth strategy pursued by the UniCredit Group in the course of the last decade in the CEE, Turkey and CIS countries.
Completion of the transaction is subject to the satisfaction of a number of conditions including, without limitation, receipt of all necessary regulatory authorizations and consents, such as the approvals of Bank of Italy and of the Austrian Financial Markets Authority, the approval of the Agency of the Republic of Kazakhstan on Regulation and Supervision of Financial Markets and Financial Organizations, as well as approval of the local Anti-Monopoly authority.
Credit Suisse and UniCredit Markets & Investment Banking acted as financial advisors to UniCredit and BA-CA, with Allen&Overy acting as legal advisor.
UniCredit will present the transaction in more details at its annual Capital Markets Day to be held on 5 July 2007 in Milan, Italy.
Milan, 21 June 2007
ATF was established in 1995 by a number of Kazakh and foreign investors to provide mainly trade finance business. Over the years, the bank developed into a universal financial institution both organically and through acquisitions domestically and in Central Asia, where it owns 94.2% of ATF Bank in the Republic of Kyrgyzstan, 100% of Bank Sibir in the Russian Federation (Omsk region) and 75.1% of Sohibcorbank in the Republic of Tajikistan. ATF is also active in insurance, pension funds and leasing.
As of 31 December 2006, ATF was the 3rd largest bank in the Republic of Kazakhstan by total assets (€6.3 billion, +178% over 2005 at historic Euro exchange rate, representing a market share of 11.8%), 4th by customer deposits (€2.2 billion, +194% over 2005, 8.8% market share) and 5th by total loans to customers (€3.2 billion, +103% over 2005, 9.8% market share).
ATF's primary business is corporate and SME, although the weight of retail banking has been rapidly increasing in the recent years. As of June 2007, ATF's network consisted of 110 branches.
With a market capitalization of approximately €70 billion, UniCredit ranks among the top financial groups in Europe, and has a presence in 20 countries, with over 35 million clients and 7,200 branches, approximately 142,000 employees and total assets of approximately €823 billion as of 31 December 2006.
Upon completion of the merger with Capitalia (announced on 20 May 2007), UniCredit will significantly strengthen its presence in Italy, which is one of its key markets alongside Germany and Austria, increasing its market capitalization, on a pro-forma basis, to approximately €90 billion.
In the CEE region, UniCredit operates the largest international banking network with over 3,100 branches and outlets, where more than 65,000 employees serve approximately 24 million customers. The Group operates in the following countries: Azerbaijan, Bosnia and Herzegovina, Bulgaria, Croatia, the Czech Republic, Estonia, Hungary, Latvia, Lithuania, Poland, Romania, Russia, Serbia, Slovakia, Slovenia, Turkey and Ukraine.
Milan, 21 June 2007
UniCredito Italiano S.p.A.
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UniCredit: Bank Austria signs agreement to acquire majority shareholding in ATF Bank in the Republic of Kazakhstan
Ad-hoc-Meldung / Ad hoc Release