Under the terms of the agreement, UniCredit will sell a shareholding close to 66%,
out of a total of 71.03% of New BPH held by UniCredit. The transaction envisages
also the future sale by CABET Holding, a wholly owned subsidiary of Bank Austria
Creditanstalt, to GE Money of the 49.9% shareholding in BPH TFI (the asset
management unit of New BPH) that Bank BPH does not already own.
The aggregate purchase price is €625.5 million in cash.
New BPH is a universal bank with a network of 200 branches. On a pro-forma basis,
as of 31 December 2006, New BPH had total assets of €2.2 billion, net loans of €1.4
billion, deposits of €1.2 billion and shareholders’ equity of €0.4 billion. As of the same
date, BPH TFI had total assets under management of €1.8 billion.
The spin-off of a portion of the business of Bank BPH into Bank Pekao has been
already approved by the shareholders’ meetings of both banks and is subject to the
consent of the Polish Banking Supervision Commission.
The sale of UniCredit’s shareholding in New BPH is in line with the provisions of the
Agreement concluded on 19 April 2006 between the Ministry of State Treasury of the
Republic of Poland and UniCredit and represents a further step forward in the
integration of the UniCredit Group banking activities in Poland.
Completion of the transaction, expected by year end 2007 following the registration
of the spin-off, is subject to the satisfaction of a number of conditions precedent
including, inter alia, receipt of all necessary regulatory authorizations and consents
from the competent regulatory authorities and other conditions customary for a
transaction of this nature.
Merrill Lynch International and UniCredit Markets & Investment Banking acted as
financial advisors to UniCredit, with Dewey Ballantine and Studio Legale Grimaldi e
Associati acting as legal advisors.
Milan, 3 August 2007
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