Itau Unibanco Holding S.A SC TO-C, filed Mar 3, 2023
Itau Unibanco Holding S.A. (ITUB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Itaú CorpBanca
(Name of Subject Company (issuer))
Itaú Unibanco Holding S.A.
ITB Holding Brasil Participações Ltda.
(Name of Filing Persons (Offerors))
Common Shares, no par value per share
(Title of Class of Securities)
CL0002262351*
(ISIN Number of Class of Securities)
*The Common Shares are listed on the Santiago Stock Exchange and the Chilean Electronic Exchange under the symbol “ITAUCORP.”
American Depositary Shares, each representing 1,500 Common Shares
(Title of Class of Securities)
45033E105 (Sponsored ADR)**
(CUSIP Number of Class of Securities)
**CUSIP number of the American Depositary Shares (“ADSs”), each representing 1,500 common shares, listed on the New York Stock Exchange.
Investor Relations
Presidente Riesco 5537
Las Condes
Santiago, Chile
Telephone: +562.2660.1751, Facsimile: +562.2660.2476
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
George Karafotias
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022-6069
+1.212.848.4000
Calculation of Filing Fee
| Transaction Valuation | Amount of Filing Fee |
| N/A | N/A |
| o | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing. |
| Amount Previously Paid: | N/A | Filing Party: | N/A |
| Form or Registration No.: | N/A | Date Filed: | N/A |
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| o | issuer tender offer subject to Rule 13e-4. |
| x | going-private transaction subject to Rule 13e-3. |
| o | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| o | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | |
| x | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
SCHEDULE TO
The pre-commencement communication filed under cover of this Tender Offer Statement on Schedule TO is being filed by (i) Itaú Unibanco Holding S.A., a company organized under the laws of the Federative Republic of Brazil (“IUH”) and (ii) ITB Holding Brasil Participações Ltda., a limited liability company organized under the laws of the Federative Republic of Brazil (“ITB”), pursuant to General Instruction D to Schedule TO, in relation to the intention of IUH to initiate the process to commence a voluntary tender offer to purchase all of the issued and outstanding common shares, no par value per share (collectively, the “Common Shares”), of Itaú CorpBanca, a publicly-traded company (sociedad anónima) organized under the laws of the Republic of Chile (the “Company”), including Common Shares represented by American Depositary Shares (each of which represents 1,500 Common Shares) (collectively, the “ADSs”), other than any Common Shares (including any ADSs) owned directly or indirectly by IUH). IUH is the controlling shareholder of ITB. IUH may, after the settlement of the tender offer described herein, (i) delist the ADSs; and (ii) once Itaú Corpbanca complies with the applicable requirements, cancel the ADSs’ registration with the U.S. Securities and Exchange Commission.
This filing relates solely to preliminary communications made before the commencement of the tender offer.
Important Additional Information
The tender offer described herein has not yet commenced. This filing is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any Common Shares (including any ADSs) or other securities. If and at the time the tender offer is commenced, IUH and ITB intend to file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and no later than 10 business days from the date of commencement of the tender offer, the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT, OFFER TO PURCHASE, SOLICITATION/RECOMMENDATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC REGARDING THE PROPOSED TENDER OFFER CAREFULLY BEFORE MAKING A DECISION CONCERNING THE TENDER OFFER AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER.
Such documents, and other documents filed by IUH and ITB, may be obtained without charge after they have been filed at the SEC’s website at www.sec.gov. The offer to purchase and related materials may also be obtained (when available) for free by contacting the information agent for the tender offer.
The tender offer will not be made, directly or indirectly, in any country or jurisdiction in which such offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require IUH and ITB to change or amend the terms or conditions of such offer in any manner, to make any additional filing with any governmental or regulatory authority or take any additional action in relation to such offer.
In addition, the tender offer documents, this Schedule TO and related materials will not and may not be distributed, forwarded and transmitted into or from any jurisdiction where prohibited by applicable law.
Cautionary Statements Regarding Forward-Looking Statements
This filing may contain certain forward-looking statements regarding future events, conditions, circumstances or the future financial performance of the Company following completion of the transaction mentioned therein. Often, but not always, forward-looking statements can be identified by the use of words such as “plans,” “expects,” “expected,” “scheduled,” “estimates,” “intends,” “anticipates” or “believes,” or variations of such words and phrases or state that certain actions, events, conditions, circumstances or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Many risks, uncertainties and other factors, which are often times beyond our control, could cause actual results to differ materially from these forward-looking statements, including, in addition to factors previously disclosed in the Company’s reports filed with the SEC and those identified elsewhere in this filing, risks relating the timing for the commencement of the tender offer, the completion of the proposed tender offer on anticipated terms and timing, including satisfaction of all conditions to the tender offer. IUH and ITB cannot give any assurance that such forward-looking statements will prove to have been correct.
The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. IUH and ITB disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, conditions, circumstances or otherwise, except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of IUH, ITB, the Company or any of their respective affiliates, following completion of the proposed transaction. Please consult any further disclosures IUH, ITB and/or the Company make on related subjects in reports to the SEC.
Item 12. Exhibits.
| EXHIBIT NUMBER |
DESCRIPTION | |
| 99.1 | Press Release, dated March 2, 2023. |
2
Exhibit 99.1
ITAÚ UNIBANCO HOLDING S.A.
CNPJ 60.872.504/0001-23 Publicly-Held Company NIRE 3530001023
MATERIAL FACT
Itaú Unibanco Holding S.A. (“Itaú Unibanco”), as the controlling stockholder, directly or indirectly through its affiliates, of Itaú Corpbanca (a financial entity headquartered in Santiago, Chile), in which it currently holds 65.62% of Itaú Corpbanca’s total and voting capital, hereby informs its stockholders and the market in general that at the meeting of Itaú Unibanco’s Board of Directors held on this date, Itaú Unibanco approved the engagement of advisors to initiate the work related to the intention of making a voluntary tender offer for the acquisition by Itaú Unibanco or its affiliates, of up to all of the outstanding shares issued by Itaú Corpbanca (“Shares”), including those in the form of American Depositary Shares, each of which represents 1,500 Shares (“ADSs”), i.e., Shares (including in the form of ADSs) corresponding up to approximately 34.38% of Itaú Corpbanca’s total and voting capital. The purchase price is going to be CLP 2.00 (two Chilean pesos) per Share which reflects, on this date, a premium of approximately 10% over the average trading price per Share on the Santiago Stock Exchange over the past 60 trade sessions. The purchase price will be adjusted to reflect the declaration and/or payment of dividends by Itaú Corpbanca prior to the settlement of the offer. Due to the reverse stock split approved by Itaú Corpbanca at its extraordinary stockholders’ meeting held on January 19, 2023, which is under review by the Comisión para el Mercado Financiero de Chile (“CMF”), the purchase price per Share and/or ADS and the number of Shares/ADSs object of the offer may be adjusted to account for the reverse stock split.
The tender offer described herein has not yet commenced. The tender offer is expected to be conducted still in the first half of 2023 concurrently (i) in Chile, for all stockholders of Itaú Corpbanca; and (ii) in the United States of America for all holders of ADSs and U.S. holders who hold Shares directly in Itaú Corpbanca. The acquisition of the Shares shall be subject to compliance with customary conditions for this type of transaction, including obtaining the applicable regulatory approvals from the Central Bank of Brazil and CMF.
Itaú Unibanco will keep its stockholders and the market informed about the progress and developments of this transaction as it unfolds. We emphasize that the material fact disclosed is exclusively informational purposes about the decision made on this date by the Board of Directors of Itaú Unibanco and does not constitute a tender offer for the acquisition of any securities.
São Paulo (SP), March 2, 2023.
RENATO LULIA JACOB
Group Head of Investor Relations and Market Intelligence