Asesoramiento y Transacciones
Acquisition of 51% of the outstanding legal capital and votes of Banco Patagonia S.A. by Banco do Brasil S.A.
On April 21, 2010, Banco Patagonia S.A., an Argentine commercial bank, announced that Jorge Guillermo Stuart Milne, Ricardo Alberto Stuart Milne and Emilio Carlos González Moreno, as sellers, and Banco do Brasil S.A., as buyer, signed a Stock Purchase Agreement by which the sellers agreed to sell and the buyer to purchase, at the closing on the closing date, 366.825.016 common class B shares, property of the sellers, representing 51% of the outstanding legal capital and votes of Banco Patagonia S.A..
The buyer is a Brazilian commercial bank whose principal shareholder is the Federal Government of Brasil.
The purchase price for the total amount of shares to be purchased is US$ 479,660,391, that is US$ 1.3076 per share, and it will be payable 40% at closing and the balance financed during certain period. The purchased price will be adjusted upwards: (i) for the period from the date of the Stock Purchase Agreement to the closing date, by a rate equivalent to 0,5% annually, and (ii) for the period from the closing date to the date the financed balance is paid, by a rate equivalent to 3.5% annually.
The closing will be subject to certain conditions, including the prior approval within one year of the date of the Stock Purchase Agreement, of the Central Bank of the Republic of Argentina and the antitrust authorities in Argentina, and of the Central Bank of Brasil and the shareholders meeting of the buyer.
Once the above approvals are obtained, and prior but subject to closing, the buyer and sellers will launch a mandatory tender offer (OPA obligatoria) in Argentina for the remaining shares of Banco Patagonia S.A., in compliance with the Argentine laws on mandatory tender offers in case of acquisition of a “significant participation”. The OPA Obligatoria will be made at a price equivalent to the price that the sellers will receive under the Stock Purchase Agreement, with the adjustment for the period from the date of the Stock Purchase Agreement to the closing date, and converted to Pesos at the exchange rate to be informed in the OPA Obligatoria prospectus. Through the OPA Obligatoria and in accordance with a joint purchase scheme agreed between the parties, the Sellers may accrue up to 25% of the outstanding legal capital and votes of Banco Patagonia S.A., threshold upon which the buyer will be the only acquirer of any excess shares tendered. Prior to the closing of the Stock Purchase Agreement, buyer and sellers will notify immediately to Banco Patagonia S.A. and the Argentine Comisión Nacional de Valores the decision to launch the OPA Obligatoria and will publish the legal announcement.
At closing of the Stock Purchase Agreement, buyer and sellers will sign a Shareholders Agreement which will regulate the rights and obligations of the parties, with respect to their holdings in Banco Patagonia S.A.. The Shareholders Agreement will provide, among others, for the granting by the parties of a call option and a put option, which may be exercised as from the third anniversary of the closing date, for the acquisition by the buyer of the remaining holdings of the sellers in Banco Patagonia S.A., at the same price in dollars offered in the OPA Obligatoria, and (ii) the sellers will reserve certain rights to participate in the management of Banco Patagonia S.A. for a certain period, with the purpose of better assuring the continuity of the business of Banco Patagonia S.A. and the integration of competences of the buyer.
To Banco Patagonia S.A. and the sellers:
- In-house counsel: Guillermo F. Pedró and María P. Miravé
- External Argentine counsel: Severgnini, Robiola, Grinberg & Larrechea, through partner Matías Grinberg and associates Francisco J. Lagger, Mariano Bourdieu, Carola del Río and Rosario Pozo Gowland.
To Banco do Brasil S.A.:
- In house counsel: Edesio A. de Araujo and Henrique Gaudensi.
- External Brazilian counsel: Loeser e Portela Advogados, through partner Richard Blanchet
- External Argentine counsel: PricewaterhouseCoopers Jurídico Fiscal S.R.L., through its partner Julio Pueyrredón.