Milano, 16 April 2003
Banca Intesa’s Board of Directors met today and accepted a binding offer from Banco ABN Amro Real SA for the purchase of 94.57% of the capital of Banco Sudameris Brasil which Gruppo Intesa owns.

The closing of the deal  is expected to take place by the end of June, and is subject to the final purchase agreement and the relevant authorisations.               


According to the proposal, Banca Intesa is due to receive BRL 527 mln (EUR 158.1 mln, at the exchange rate of EUR 1.00=BRL 3.33 as at 15th April 2003) in cash and BRL 1,766 mln (EUR 529.8 mln) in shares of Banco ABN AMRO Real, representing a stake of approximately 12.9% of the new entity. The implicit price to book value is approximately 1.8x.


Banca Intesa is entitled to exercise a put option giving the right to convert said stake in Banco ABN AMRO Real into shares of the latter’s Parent Company ABN AMRO exercisable in three tranches starting from the third year after the closing of the deal. The strike price is fixed at 1.82x of the new entity’s book value at the time of the exercise.


This sale implies an approximately 30 bp  increase in Banca Intesa’s consolidated Tier 1 Ratio with no material impact on consolidated net profit because the capital gain is offset by the exchange difference to be charged to the P&L.