Cartica Capital, one of the largest minority shareholders of CorpBanca S.A., has sent a letter to the Board of Directors of CorpBanca calling on the Board to focus on the fundamental issues of the value of CorpBanca and the fairness of any transaction to all CorpBanca shareholders, not statements made by CorpGroup and CorpBanca’s management that appear intended to deflect attention from the fundamental issues of value and fairness.
In reiterating its commitment to pursuing this matter, Cartica’s letter also calls the Board’s attention to yet another valuable exclusive benefit for CorpGroup, and highlights why the protection of minority shareholders’ rights is important to the health of Chile’s markets and its economy.
We firmly believe the Board erred in approving a transaction that provides a series of valuable benefits to Álvaro Saieh and CorpGroup at the expense of the minority investors.
The full text of the letter follows:
March 10, 2014
Dear Members of the Board:
We are writing you again to ensure that statements made by CorpGroup and CorpBanca do not divert your attention from the fundamental issues of value and fairness we have raised concerning the proposed CorpBanca – Itaú transaction. Over the past week, CorpGroup and certain members of CorpBanca management have endeavored to focus public discussion on false issues of whether a merger combination without a tender offer is lawful under Chilean law, and whether a combination of CorpBanca and Itaú would result in a stronger bank. These are not the issues we dispute. In fact, we do believe that CorpBanca would be a significantly stronger bank with Itaú or any other respected financial institution in control rather than Álvaro Saieh and CorpGroup, particularly in light of the financial difficulties CorpGroup has reportedly experienced. Similarly, we do not insist that a tender offer is the only way to be fair to all shareholders. There should be no further time lost and no further CorpBanca resources wasted engaging in these false debates.
To be perfectly clear: the fundamental issues the minority shareholders want you to address are value and fairness.
We firmly believe the Board erred in approving a transaction that provides a series of valuable benefits to Álvaro Saieh and CorpGroup at the expense of the minority investors. In addition to the six exclusive and highly valuable benefits cited in our March 3rd letter that will be provided solely to CorpGroup in connection with the transaction, it has been brought to our attention by Chilean minority investors that the limited information included in the hecho esencial and Form 6-K filed by CorpBanca reveal yet another: “a right to sell will be granted to CorpGroup as a way out for its interest in the merged bank”. If this in fact refers to a valuable put option, why wasn’t this benefit extended to all CorpBanca shareholders?
It is incumbent on the Board of CorpBanca to fulfill its legal responsibilities as directors, not shrink from them. Shareholders have every reason to insist that you take immediate action to ensure that the terms of any merger combination: (1) capture the true value of CorpBanca for its shareholders and (2) treat all shareholders equally without providing special private benefits to Álvaro Saieh and CorpGroup.
Everyone with a stake in the Chilean capital markets should fully recognize the broader implications that shareholders’ rights has for a nation’s economy. The members of Cartica’s senior management team have been active in the development of Chile’s capital markets since the late 1980s, both in the private sector and as senior executives of the World Bank’s International Finance Corporation. With this perspective, Cartica believes that all Chileans, not only CorpBanca’s minority shareholders, have a stake in whether the CorpBanca – Itaú transaction is consummated on its current terms. Any transaction, such as the proposed CorpBanca – Itaú merger, that brazenly and unfairly benefits a majority shareholder at the expense of minority investors, damages Chile’s reputation as a safe environment for investment, raising the cost of capital for all issuers, which in turn has consequences for the domestic economy. Accordingly, we fully expect this transaction as currently structured will be the subject of very careful scrutiny by the securities and banking regulators, both locally and internationally.
Just as you should not be confused over what the fundamental issues are, no one should have any doubt about Cartica’s commitment to pursuing this matter. We reiterate that in the absence of prompt actions by the Board of CorpBanca to fully address and satisfy the concerns of minority shareholders, we will act to defend our interests. We will hold CorpBanca’s directors, who are fiduciaries of all shareholders, accountable for any destruction in the value of our investment and that of all minority shareholders.
Teresa Barger Senior Managing Director