|Milano, 26th August 2006|
The new Group will be positioned among the top banking groups in the Euro Zone already before-synergies
● The new Group will be the undisputed leader in Italy, with an average market share of around 20% in all segments
● The new Group’s network, with over 6,000 branches in Italy, will be capillary and well-balanced throughout the territory with market shares exceeding 15% in most regions
● Legal Headquarters will be in Turin. Operating Headquarters in Milan and Turin
● Exchange ratio of 3.115 Banca Intesa new ordinary shares for each Sanpaolo IMI ordinary and privileged share
● Estimated fully phased-in pre-tax synergies of around €1.3 billion in 2009
● Pre-tax one-off integration costs estimated at around €1.5 billion
● Preliminary estimates of financial indicators of the new Group after synergies:
● Organisational model to reinforce the “Banca dei Territori” pattern; integration of the Banca Intesa S.p.A. and Sanpaolo IMI S.p.A. networks with the adoption of a single brand where not present through local brands
The Board of Directors of Banca Intesa, which met today under the chairmanship of Giovanni Bazoli, approved the guidelines of the merger project with Sanpaolo IMI.
(1) Acquisition under way
(2) In this country Zao Banca Intesa is present, set up in 2003, the only Italian banking subsidiary licensed to operate in Russia, active in the corporate banking.
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1. legal Headquarters after the merger in Turin, where therefore ordinary and extraordinary Shareholders’ Meetings will be held, and operating Headquarters in Milan and Turin;
2. exchange rate of 3.115 Banca Intesa new ordinary shares for each Sanpaolo IMI ordinary share after the conversion of the current 284,184,018 privileged shares of the latter. Consequently, after the issue of 5,840,177,487 Banca Intesa new ordinary shares, the new Group’s main shareholders should own the following ordinary share capital stakes:
- unification of IT systems,
Revenue synergies (around 2% of combined revenues) are expected in particular from:
- commercial effectiveness increase following the deeper entrenchment in the territory which will enable to maximise cross-selling and increase the share of wallet and number of customers in the provinces where competitiveness will improve most,
- commercial effectiveness increase due to the enlarged critical mass which will enable to optimise the pricing lever thanks to economies of scale and scope,
- alignment of the new Group to internal best practices thanks to sharing of products, services, commercial approaches and support systems;
- net income 2009 at around €7 billion,
- September/ mid November 2006: elaboration of the merger plan, approval by the Boards of Directors of the merger documentation, authorities’ approval, presentation of the operation to the market,
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The new Group will have the objective and responsibility of promoting investments and innovation and contributing to the acceleration of growth and development of the societies where it operates, in all their components.
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Banca Intesa is being advised by Banca Leonardo and Merrill Lynch for the technical and financial aspects and by Studio Pedersoli e Associati for legal matters.
In connection with the proposed business combination, the required information document will be sent to Commissione Nazionale per le Società e la Borsa (“CONSOB”) and, to the extent that the shares issued in connection with the proposed business combination will be required to be registered in the United States, a registration statement on Form F-4, which will include a prospectus, may be filed with the United States Securities and Exchange Commission (“SEC”). If an exemption from the registration requirements of the U.S. Securities Act of 1933 (the “Securities Act”) is available, the shares issued in connection with the proposed business combination will be made available within the United Sates pursuant to such exemption and not pursuant to an effective registration statement on Form F-4. Investors are strongly advised to read the documents that will be sent to CONSOB, the registration statement and prospectus, if and when available, and any other relevant documents sent to CONSOB and/or the SEC, as well as any amendments or supplements to those documents, because they will contain important information. If and when filed, investors may obtain free copies of the registration statement, the prospectus as well as other relevant documents filed with the SEC, at the SEC’s web site at www.sec.gov and will receive information at an appropriate time on how to obtain these transaction-related documents for free from the parties involved or a duly appointed agent.
This communication does not constitute an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities, nor shall there be any purchase, sale or exchange of securities in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, the companies involved in the proposed business combination disclaim any responsibility or liability for the violation of such restrictions by any person.
The shares to be issued in connection with the proposed business combination may not be offered or sold in the United States except pursuant to an effective registration statement under the Securities Act or pursuant to a valid exemption from registration.
This communication contains forward-looking information and statements about Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. and their combined businesses after completion of the proposed business combination. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates” and similar expressions. Although the managements of Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. believe that the expectations reflected in such forward-looking statements are reasonable, investors and holders of Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Sanpaolo IMI S.p.A. and Banca Intesa S.p.A., that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the public documents sent by Sanpaolo IMI S.p.A. and Banca Intesa S.p.A. to CONSOB and under “Risk Factors” in the annual report on Form 20-F for the year ended December 31, 2005 filed by Sanpaolo IMI S.p.A. with the SEC on June 29, 2006. Except as required by applicable law, neither Sanpaolo IMI S.p.A. nor Banca Intesa S.p.A. undertakes any obligation to update any forward-looking information or statements.
Last updated 26 August 2006 at 15:24