UniCredit resolves on Squeeze-out in HVB and BA-CAPublish date: 24-01-2007
The Board of Directors of UniCredito Italiano S.p.A. ("UniCredit") as the main shareholder of Bayerische Hypo- und Vereinsbank AG ("HVB") and of Bank Austria Creditanstalt AG ("BA-CA") has adopted a resolution in favor of starting a squeeze-out procedure in both banks and will address formal requests to their respective management boards.
UniCredit currently owns 95 % of the share capital of HVB and 94.98% of the share capital of BA-CA, allowing this move according to German and Austrian law respectively.
By the envisaged squeeze-out UniCredit aims to simplify the operating mechanisms between the Group entities to further improve its "time to market" and facilitate the ongoing re-organization within the group. Alessandro Profumo, Chief Executive Officer, comments "This is a natural step towards further Group integration, leading to benefits for customers, shareholders and employees. UniCredit continues to see HVB and BA-CA as key pillars of the group and supports the respective management teams in their growth strategies."
In order to effect the squeeze-out in HVB, UniCredit intends to have a shareholders' resolution pursuant to secs. 327 a ff. German Stock Corporation Act to take place preferably in the upcoming annual shareholders' meeting of HVB on 16 May 2007. In accordance with legal requirements, UniCredit will offer a fair cash compensation for each outstanding HVB bearer share, based on an expert opinion. The fairness of such compensation will be reviewed by an expert to be selected and appointed by the competent court of Munich.
In order to effect the squeeze-out in BA-CA, UniCredit intends to propose a shareholders' resolution pursuant to the Austrian Squeeze-out Act preferably in the upcoming shareholders' meeting to take place on or before 3 May 2007. In accordance with legal requirements, UniCredit will offer a fair cash compensation for each outstanding BA-CA bearer share. UniCredit and BA-CA will determine such squeeze-out price jointly, based on an expert opinion, and its fairness will be reviewed by an expert to be appointed by the Commercial Court of Vienna upon a joint request by UniCredit and BA-CA.
In any case, UniCredit aims to preserve the current position of registered shareholders AVZ and BR-Funds as well as the contractual rights provided for by the existing Restated Bank of the Regions Agreement.
UniCredit has been advised by Merrill Lynch International on the financial aspects and Freshfields Bruckhaus Deringer on the legal aspects of the transaction.
With a current market capitalization of approximately €70 billion, ranking among the top financial groups in Europe, UniCredit has a presence in 20 countries worldwide, with over 35 million clients and 7,000 branches, approximately 142 thousand employees and total assets of approximately €822 billion as of 30 September 2006.
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