At the Extraordinary Meeting of Shareholders on October 25, 2006, HVB AG submitted the agreements for the sale of its holdings in BA-CA and HVB Bank Ukraine to UniCredit, its IMB and AS UniCredit Bank, Riga (formerly HVB Bank Latvia AS, Riga) subsidiaries to BA-CA, and the assets and liabilities of HVB AG’s branch offices in Tallinn, Estonia, and Vilnius, Lithuania, to AS UniCredit Bank, Riga (formerly HVB Bank Latvia AS, Riga) for approval. The Extraordinary Meeting of Shareholders approved the agreements with over 99.4% of the votes cast.
Conditions were set for executing the transactions. These were that official approval be obtained from the relevant authorities and that the Management Board adopt a resolution based on a legal opinion given by an external advisor confirming that the underlying resolutions at the Extraordinary Meeting of Shareholders on October 25, 2006 contain no errors which would prevent implementation of the agreements. The Management Board adopted a corresponding resolution on January 9, 2007. The following transactions were subsequently completed:
- HVB AG’s 77.53% interest in BA-CA was transferred to UniCredit against payment of €109.81 per share (giving a total purchase price of around €12.5 billion in cash) on January 9, 2007,
- HVB AG’s 100% interest in AS UniCredit Bank, Riga (formerly HVB Bank Latvia AS, Riga) was transferred to BA-CA for a purchase price of €35 million in cash plus the capital increase of AS UniCredit Bank, Riga (formerly HVB Bank Latvia AS, Riga) underwritten by HVB in August 2006 of around €40 million, on January 10, 2007, and
- HVB AG’s 70.26% interest in IMB plus options on a further 2.79% interest in IMB was transferred to BA-CA for a purchase price of €1,070 million in cash on January 11, 2007.
Due to conditions that had not been met, the following transfers had not taken place by the time the annual financial statements were prepared:
- HVB AG’s 100% interest in HVB Bank Ukraine to UniCredit against payment of €83 million in cash, and
- the assets and liabilities of HVB AG’s branches in Tallinn, Estonia, and Vilnius, Lithuania, to AS UniCredit Bank, Riga (formerly HVB Bank Latvia AS, Riga) for a purchase price of €1 million and €9 million, respectively, plus the difference between the carrying amount of the assets transferred and liabilities assumed.
On January 23, 2007, UniCredit announced its intention of acquiring the shares in HVB AG held by minority shareholders (squeeze-out). HVB AG will remain a joint stock corporation under German law and an operationally independent institution after the squeeze-out. The new HVB Group will be the centre of competence for the entire investment banking activities of the UniCredit Group. Furthermore, it aims to expand its market position in retail banking, corporate banking and commercial real estate financing, and wealth management with a view to securing profitable growth.
