HVB tender offer
MUNICH, GERMANY -- (Marketwire) -- 01/13/10 -- NOT FOR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, THE REPUBLIC OF ITALY
UniCredit Bank AG (formerly, HypoVereinsbank) announces tender offers to purchase for cash any and all of the securities listed below (the "Securities").
Aggregate
Liquidation
Description Amount CUSIP/ISIN
------------- -------------
8.741% Noncumulative Dated Silent Partnership
Certificates issued by HVB Funding Trust (the "Trust I Securities") 404398 AA 7 /
$ 300,000,000 US404398AA77
------------- -------------
9.00% Noncumulative Dated Silent Partnership
Certificates issued by HVB Funding Trust III
404399 AA 5 /
(the "Trust III Securities") $ 200,000,000 US404399AA50
------------- -------------
The tender offers consist of two separate offers (each, a "Tender Offer" and, together, the "Tender Offers"): one offer to purchase the Trust I Securities and a second offer to purchase the Trust III Securities.
The total consideration for the Securities validly tendered pursuant to a Tender Offer on or prior to the Early Participation Date (as defined below) for that Tender Offer and accepted for purchase by the Purchaser (such amount, in respect of each series of Securities, its respective "Total Consideration") will be equal to:
(a)$1,010 for each $1,000 in liquidation amount of the Trust I Securities; and
(b)$1,020 for each $1,000 in liquidation amount of the Trust III Securities.
The Total Consideration includes an early participation payment for each $1,000 in liquidation amount of Securities accepted for purchase of $40 with respect to either series of Securities (the "Early Participation Payment"). Holders of Securities must validly tender (and not validly withdraw) their Securities on or prior to the Early Participation Date in order to receive the applicable Total Consideration for their Securities.
Holders of Securities validly tendering their Securities after the Early Participation Date for a Tender Offer and on or prior to the Expiration Date (as defined below) for that Tender Offer will not be eligible to receive the Early Participation Payment and will receive consideration equal to the Total Consideration less the Early Participation Payment (such amount, in respect to each series of Securities, its respective "Tender Offer Consideration"). The Tender Offer Consideration for each $1,000 in liquidation amount will be equal to $970 with respect to the Trust I Securities and $980 with respect to the Trust III Securities.
In addition to the Total Consideration or Tender Offer Consideration, as applicable, holders of Securities whose Trust I Securities or Trust III Securities are tendered and accepted in the relevant Tender Offer will also receive a cash payment representing the amount of unpaid but notionally accrued distributions on such Securities from the last distribution date to, but not including, the date on which such Securities are purchased by the Purchaser pursuant the relevant Tender Offer (the "Trust I Securities Accrued Distributions" and the "Trust III Securities Accrued Distributions", as applicable).
The Tender Offers are intended to support the UniCredit Group's strategy of optimizing its capital structure, and provide investors with an opportunity to realize upon their investments at the tender offer prices.
The Tender Offers are made on the terms and subject to the conditions set out in the "Offer to Purchase" dated January 13, 2010, and the accompanying Letter of Transmittal (together, the "Offer Documents").
Important Dates for the Tender Offers: Holders of Securities must validly tender their Securities on or prior to 5:00 P.M., New York City time, on January 27, 2010, unless extended by the Purchaser with respect to that Tender Offer (such date and time with respect to a Tender Offer, as the same may be extended for such Tender Offer, the "Early Participation Date"), in order to receive the applicable Total Consideration for their Securities. Tenders of Securities may be withdrawn at any time on or prior to 5:00 P.M., New York City time, on January 27, 2010, unless extended by the Purchaser with respect to that Tender Offer, but not thereafter. Each Tender Offer will expire at 5:00 P.M., New York City time, on February 11, 2010, unless extended by the Purchaser with respect to that Tender Offer (such date and time with respect to a Tender Offer, as the same may be extended for such Tender Offer, the "Expiration Date"). The Total Consideration or the Tender Offer Consideration in respect of any Securities purchased pursuant to a Tender Offer, as applicable, and an amount equal to any Trust I Securities Accrued Distributions or Trust III Securities Accrued Distributions, in each case if applicable, on Securities purchased pursuant to a Tender Offer, will be payable promptly following the Expiration Date for that Tender Offer.
For further information:
A complete description of the terms and conditions of the Tender Offers is set out in the Offer to Purchase and the Letter of Transmittal, copies of which are available to eligible holders of Securities upon request from the Information Agent.