HSBC Holdings plc (HSBC) has agreed with Grupo Financiero Bital S.A. de C.V. (GF Bital) and certain shareholders who control at least 52 per cent of GF Bital to initiate a cash tender offer for all of the company’s shares. The total consideration assuming tender of 100 per cent of the shares would be US$1.14 billion. On a fully diluted basis the offer price would be approximately US$1.20 per share.
The purchase is subject to certain conditions, including the receipt of regulatory approvals and the tender of at least 52 per cent of all outstanding shares of GF Bital and at least 57 per cent of all outstanding Series “O” shares of GF Bital on a fully diluted basis. The offer has been unanimously approved and recommended by GF Bital’s Board of Directors.
In addition, HSBC has entered into an agreement with the controlling shareholders of GF Bital whereby these shareholders have agreed to tender their shares in accordance with the terms of the offer.
HSBC said on 17 July that it had been granted permission to conduct a process of due diligence with a view to considering whether to make an offer to acquire a controlling interest in GF Bital
HSBC expects to commence the tender offer and complete the transaction during the fourth quarter of 2002.
HSBC Group Chief Executive Sir Keith Whitson said: “We are excited at the prospect of GF Bital joining the HSBC Group. With nearly 1,400 branches, 6 million customers and 15,400 staff, GF Bital, with its primary subsidiary Banco Bital, is a major and highly respected force in Mexico, a country with impressive economic prospects. The acquisition is in line with our strategy of increasing our presence in North America and will enable us to become one of the few banks that can facilitate trade seamlessly amongst the NAFTA countries.”
Mr. Luis Berrondo, Chairman of the Board of Grupo Financiero Bital, said: “We are pleased to have reached this agreement with HSBC. This transaction will allow Bital to become part of one of the largest financial institutions in the world, which is in the best interests of Grupo Financiero Bital’s customers, employees and shareholders. This transaction with HSBC is a clear and positive sign of the confidence the international markets have in our country.”
Upon completion of the acquisition a senior management team will be selected from both organisations. Mr. Luis Berrondo has kindly consented to continue in a new capacity as Chairman, and the new management team will be headed by Chief Executive Officer Designate Alexander A. (Sandy) Flockhart, currently Senior Executive Vice President of Commercial Banking, HSBC Bank USA.
With some 7,000 offices in 81 countries and territories and assets of US$746 billion at 30 June 2002, the HSBC Group is one of the world’s largest banking and financial services organisations.