CorpBanca and Itaú Unibanco announced that they have entered into a definitive agreement to merge CorpBanca and Banco Itaú Chile in a stock-for-stock transaction. The transaction will create a new Chilean Bank that will operate under the Itaú name. Through this merger, Itaú Unibanco and CorpBanca will combine their banking businesses in Chile and Colombia to create an Andean banking platform.
Following the closing of the transaction, Itaú Unibanco and CorpGroup will sign a shareholders’ agreement to determine aspects related to corporate governance, transfer of shares and liquidity among others. The new Chilean Bank will control CorpBanca ́s and Itaú Unibanco ́s Colombian subsidiaries.
This transaction is subject to regulatory approvals from the Brazilian, Colombian, Chilean, Panamanian and United States regulators and also subject to Banco Itaú Chile’s and CorpBanca’s shareholders’ approval.
If approved, CorpBanca’s current shareholders will own 66.42% of the bank resulting from the merger of CorpBanca and Itaú Chile while Itaú Unibanco will own the remaining 33.58%. Prior to the closing of the merger, Itaú Unibanco will make a US$652 million equity infusion into Itaú Chile. Management expectsto receive all required approvals by the end of the fourthquarter of 2014. CorpBanca anticipate that closing will occur shortly following the receipt of all required regulatory approvals.
CorpBanca will be the surviving entity. Under the merger agreement, Itaú Unibanco will exchange all of the shares of Banco Itaú Chile in exchange for 172,048MM newly issued shares in CorpBanca, representing a 33.58% direct stake ofthe Chilean Bank immediately following the closing. Following the closing, the new Chilean Bank will acquire and control 100% of Itaú Colombia.
Key corporate governance terms to be included in the shareholders’ agreement are related to the Board of Directors and senior management teams. The Board of Directors of the new Chilean Bank will be comprised of 11 directors and 2 alternate directors, while the Board of Directors of the Colombian bank will be comprised of 9 directors. CorpGroup will be entitled to appoint the Chairman of the Board of directors. CorpGroup expects to appoint Mr. Jorge Andrés Saieh to serve as Chairman of the new Board of Directors in Chile as of the closing.
The Chief Executive Officer of the new Chilean Bank will be appointed by Itaú Unibanco. Mr. Boris Buvinic, current CEO of Itaú Chile, is expected to be appointed as CEO of the new Chilean Bank effective as of the closing. Mr. Fernando Massú, current CEO of CorpBanca,will become a member of the new Board of Directors. Other senior management members will be appointed by the Board of Directors following recommendation of the Management and Talent Committee.
As a result of the partnership, the new Chilean Bank will enjoy several benefits, including:
- Combined franchise will have a greater scale and resources to compete more effectively:
- Greater market share in Chile by gross loans with approximately 12.4% market share (excluding gross loans from CorpBanca Colombia and Helm Bank);
- Opportunity to partner with a premier Latin American franchise;
- Ability to leverage Itaú Unibanco ́s strong global client relationships;
- Combined entity has the potential to generate significant synergies in Chile; and
- Sustainable dividend flow supported by greater scale and earnings capability of the combined enterprise.
The transaction enables the creation of additional synergies through: synergies related to optimization of cost structures; savings derived from enhanced branch network; relevant savings derived from scalable IT systems; the improvement in cost of funding; and the ability to further leverage Tier I Capital.
The new Chilean Bank is expected to be the fourth largest private bank in Chile with US$43billion in assets, US$33 billion in loans and US$27 billion in deposits. With this greater scale, the institution will be able to exploit various cross-selling opportunities and access funding at lower cost.
Capital soundness of the new bank will be strengthened by the US$652 million capital increase that Itaú Unibanco will inject into Itaú Chile prior to the merger. As a result of this merger, customers of all entities involved will have access to a greater array of product offerings as well as a more extensive branch network (217 branches in Chile and 172 branches in Colombia).