Banco Comercial Portugues S.A.
31 March 2000
Caixa Geral de Depositos and Banco Comercial Portugues
Announce Agreement on the Sale of
Banco Pinto & Sotto Mayor and new co-operation initiatives
Lisbon, 31 March, 2000: Caixa Geral de Depositos ('CGD') and Banco
Comercial Portugues (BCP, NYSE: BPC, BCPPRA) announced today that
agreement has been reached on the purchase of a controlling stake in
Banco Pinto & Sotto Mayor, S.A. ('BPSM') by BCP. In addition, CGD and
BCP have agreed to jointly pursue international expansion initiatives
as well as to co-operate in the domestic market to maximise
efficiencies, whilst preserving independent competitive positions.
Under the terms of the agreement, BCP will purchase a 53% stake in
BPSM on April 5, 2000, on the same terms as BCP's public offer
preliminarily announced on July 19, 1999. The offer comprises 125 BCP
shares for 27 BPSM shares (corresponding to a value of 25.97 euro per
share of BPSM based on the closing share price of BCP as at March
30,2000, of 5.61 euro), with a cash alternative of 23.156 euro (4,642
PTE) per BPSM share. CGD Group may exercise the option to elect
payment in BCP shares, with a view to the CGD Group holding an equity
stake of between 6 and 8 per cent in BCP. BCP will be maintaining its
public tender offer and is committed to purchase all shares tendered
by BPSM's minority shareholders.
In addition to the purchase of BPSM by BCP, the agreement between CGD
and BCP includes joint commitments to pursue a mutually advantageous
expansion strategy, focusing on growth opportunities outside the
domestic market. To this end, BCP and CGD are exploring the potential
for co-operation in international markets.
In the domestic market, CGD and BCP intend to share common operational
and technological platforms in the insurance industry, with a view to
optimising financial performance and efficiencies.
In a statement, Mr Jorge Jardim Goncalves, Chairman and CEO of BCP
commented:
'We are delighted to have reached a successful conclusion to our
negotiations to acquire Banco Pinto & Sotto Mayor. The integration of
BPSM within our Group will allow BCP to enhance its position in the
domestic market, as well as to gain scale in Europe as a strong
foundation for further growth.
In addition, our agreements with Caixa Geral de Depositos for domestic
and international co-operation will further strengthen our individual
positions in the Portuguese financial sector, while providing the
scale to optimise resources and operational performance and to promote
our recent project and partnership ventures. As a result of the
agreement we welcome Caixa Geral de Depositos as a core shareholder in
BCP.'
Mr Antonio de Sousa, Chairman of CGD, commented:
'The agreement between Caixa Geral de Depositos and Banco Comercial
Portugues will allow both institutions to strengthen their activities
and respective positions in the Portuguese financial system and, as
such, will contribute to a better positioning to face the dual
challenges of globalisation and technological advances. The intended
co-operation will be a vehicle for extracting synergies and
efficiencies with productivity gains in the domestic market, for the
further development of each group, whilst maintaining strong
individual competitive positions.'
CGD is advised in this transaction by Credit Suisse First Boston and
BCP is advised by Salomon Smith Barney.
For further information:
Rui Lopes Banco Comercial Portugues Tel: +35 121 321 1081
Kevin Soady/Toby Moore/ Citigate Dewe Rogerson Tel: +44 171 638 9571
Emma Pickford
Cindy Lyman/ Citigate Dewe Rogerson Tel: +1 212 688 6840
Melissa Payne-Smith
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