Global Tender Offers
Banco Comercial Portugues S.A.
19 June 2000
Banco Comercial Portugues, S.A. ('BCP'), following the Special Stock Exchange
sessions ('Sessoes Especiais de Bolsa') held this morning to determine the
results of the global tender offers for the acquisition of shares of Banco Pinto
& Sotto Mayor, S.A. ('BPSM'), Banco Mello, S.A. ('Banco Mello') and Companhia de
Seguros Imperio, S.A. ('Imperio'), launched by BCP, announces the following
results of the offers:
Target Nr. of Target Tendered Shares
Company Company Total Consideration Consideration
Shares in shares in cash
Nr. % Nr. %
BPSM 165,511,228 161,929,974 160,614,452 99.2% 1,315,522 0.8%
Banco Mello 37,726,321 34,388,166 24,377,477 70.9% 10,010,689 29.1%
Imperio 22,295,000 21,174,516 8,198,942 38.7% 12,975,574 61.3%
BCP will: (a) issue 808,038,871 nominal ordinary BCP shares, increasing its
share capital by 808,038,871 euro, as consideration for the above mentioned
general public offers of acquisition, and pertaining to the following breakdown:
(i) issue of 743,575,676 shares, as consideration for the sale of BPSM
ordinary shares, under the terms and conditions of the general public
offer for acquisition of this company, with an issue price of 4.968 euro
each, corresponding to an issue premium of 3.968 euro per share;
(ii) issue of 51,920,717 shares, as consideration for the sale of Banco Mello
ordinary shares, under the terms and conditions of the general public
offer for acquisition of this company, with an issue price of 5.39 euro
each, corresponding to an issue premium of 4.39 euro per share; and
(iii) issue of 12,542,478 shares, as consideration for the sale of Imperio
ordinary shares, under the terms and conditions of the general public
offer for acquisition of this company, with an issue price of 5.39 euro
each, corresponding to an issue premium of 4.39 euro per share;
and (b) pay a total amount of 252,710,176.44 euro as consideration to be paid in
cash for the shares of the above mentioned target companies, as well as the cash
settlement resulting from the rounding of share lots determined under the terms
of the offers.
The merger of Banco Mello into BCP, having been resolved by the shareholders of
BCP and Banco Mello in due course, is expected to become effective as at 30
June, 2000, leading to an additional issuance of 7,110,270 new BCP ordinary
shares, representing a share capital increase of 7,110,270 euro, to which is
associated an issue premium of 4.39 euro per share.
The Board of Directors of BCP also announces its intention, jointly with the
Board of Directors of BPSM, to submit to BCP and BPSM shareholders approval, at
General Meetings convened for such purpose, a proposal of merger by
incorporation of BPSM into BCP, maintaining the exchange ratio defined in the
public offer of acquisition of this company, concluded as today.
Finally, BCP announces that, as far as Imperio is concerned, it will request the
de-listing of the Company and is considering the use of the provision set in
article nr.490 of 'Codigo das Sociedades Comerciais' with a view to acquire the
remaining shares.
Lisbon, 19 June 2000