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 Ukrsotsbank in Ukraine
Bank Austria Creditanstalt AG (BA-CA), responsible within the UniCredit Group for commercial banking activities in CEE, has signed an agreement to acquire approximately 95% of the share capital of Ukrsotsbank (USB) from the Group of investors represented by Interpipe Group.
The acquisition of USB will reinforce the Group's presence in Ukraine, one of the fastest growing markets in the region, where the UniCredit Group is already present through its subsidiaries HVB Ukraine and UniCredit Bank Ltd.
Following the recent announcement of the acquisition of ATF Bank in Kazakhstan, this transaction represents a further step by the UniCredit Group to strengthen its leadership in the CEE/CIS area.
The purchase price for the entire outstanding share capital of USB is US$2,070 million (€1,520 million at current exchange rates), plus an amount equal to the recent capital increase (currently estimated at around US$130 million or ca. €95 million) to be subscribed for by USB's existing shareholders before completion of the transaction. The transaction is expected to be completed in the last quarter of 2007, and the purchase price will comprise a post-closing price adjustment based on USB's net asset value at closing. The transaction will be financed entirely from BA-CA's existing cash resources.
Completion of the transaction is subject to the satisfaction of a number of conditions including, inter alia, 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 National Bank of Ukraine, as well as approval of the local Anti-Monopoly authority and other conditions customary for a transaction of this nature.
Credit Suisse and UniCredit Markets & Investment Banking acted as financial advisors to UniCredit and BA-CA, with Allen&Overy acting as legal advisor.
Milan, 5July 2007
UniCredito Italiano S.p.A.
Via San Protaso 1/3
20121 Milano
Italien
Securities listed on German regulated markets:
ISIN IT0000064854
WKN: 850832
Listed: Official Market (Amtlicher Markt), Frankfurt Stock Exchange (General Standard)
About USB
USB was established in 1990 and is currently listed on the Ukrainian stock exchange. Historically, USB has concentrated its activities into the corporate and SME sectors. The Bank shifted its activity towards retail banking following the acquisition by a Group of investors represented by Interpipe, one of the largest industrial groups in Ukraine. At present, the Bank is considering diversifying its activities into asset management, financial consulting and pension funds.
As of 31 December 2006, USB was the 6th largest bank in Ukraine by net customer loans (€1.9 billion, +78% over 2005 at historic Euro exchange rate, representing a market share of 5.3%) and 4th by customer deposits (€1.6 billion, +30% over 2005, 5.8% market share). At the same date, the Bank had total assets of approximately €2.6 billion.
USB's business model is primarily oriented towards retail banking (55% of the loan portfolio and 8.9% market share as of 31 December 2006) coupled with a solid presence in the corporate and SME sector, accounting for the residual 45% of the loan portfolio (3.4% market share). As of December 2006, USB's network consisted of 497 branches, 7th largest network in Ukraine.
About UniCredit
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, Kazakhstan, Poland, Romania, Russia, Serbia, Slovakia, Slovenia, Turkey and Ukraine.
Enquiries:
Media Relations:
+39 02 88628236; e-mail: MediaRelations@unicreditgroup.eu
Investor Relations:
+39 02 88628715; e-mail: InvestorRelations@unicreditgroup.eu
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