EUREKO B.V. AGREES TO ACQUIRE 54.38% OF INTERAMERICAN FROM MAJORITY SHAREHOLDER, Mr. D. CONTOMINAS
(ATHENS, 29 May 2001) -- Eureko B.V. (?Eureko?) and Mr. Dimitris Contominas, majority shareholder of Interamerican Hellenic Life Insurance Company S.A. (?Interamerican?), yesterday signed an agreement whereby Eureko is to acquire Mr. Contominas' and related shareholders' 54.38% shareholding in Interamerican at ?19.81 (GRD6,750) per share, representing a total cash consideration of ?977.4 million (GRD333.0 billion). The agreed price represents a 22.1% premium to the closing price of ? 16.22 (GRD5,527) per Interamerican share on Monday 28 May 2001 and a 26.4% premium to the average price of the month preceding this announcement.
Completion of the acquisition is conditional upon approvals from the appropriate regulatory and competition authorities, and certain approvals by Eureko shareholders.
This transaction follows an earlier agreement entered into by Eureko for the purchase of a 25.00% shareholding in Interamerican at a price of ?20.74 (GRD7,067) per share. This purchase has recently received regulatory approval and is expected to complete shortly. Following the completion of both transactions, Eureko's shareholding in Interamerican will amount to 79.38%.
Upon completion of the 54.38% acquisition, Eureko will be required by applicable Greek regulations to make a mandatory public offer for the remaining 20.62% of Interamerican. Based on today's conditions, and taking into account the regulations relating to mandatory public offers, Eureko expects to offer ?20.74 (GRD 7,067) per share, which corresponds to the highest price agreed to be paid over the last 6 months and represents a 27.9% premium to the closing price of ?16.22 (GRD5,527) on Monday 28 May 2001 and a 32.3% premium to the average price of the month preceding this announcement. The total purchase consideration for the 20.62% at the expected mandatory offer price of ?20.74 (GRD7,067) per share would amount to ?388.0 million (GRD132.2 billion) and would take the total consideration payable by Eureko for the remaining 75.00% of Interamerican to ?1.37 billion (GRD465.3 billion). Interamerican shareholders will receive the proposed dividend of GRD70 (?0.21) per share subject to approval at Interamerican's Annual General Meeting today.Joao Talone, CEO of Eureko, said: ‘We believe that this acquisition is beneficial for all of the parties involved.
‘This agreement is beneficial for Eureko, because it is a major step towards our stated goal of building a pan-European listed institution, which has insurance and asset management as its core activities.'
‘It is beneficial for Interamerican's staff. We believe in strong, autonomous, local businesses, within a pan-European group. This agreement will bring more and varied opportunities to staff, who will benefit from greater training, knowledge and skills sharing. It is beneficial for Interamerican's customers, as it will bring more products and greater choice.'
Mr. Contominas said: ‘I am delighted that we have formalised our already close relationship with Eureko. With this agreement, Interamerican joins one of the leading players in the European insurance and asset management market, addressing the need for globalisation and realising its European vision. It will provide Interamerican with competitive advantages including new products and activities, technology transfer and know-how. It will take our customers, business partners and employees to a new era. In addition, my presence on Eureko's Board and continued involvement in Interamerican's management safeguards Interamerican's prospects within its new European framework.'1/3 -2- This acquisition is made under the framework of a strategic alliance agreement under which Mr. Contominas is expected to subscribe ?615.9 million (GRD209.9 billion) in cash for new Eureko shares. Furthermore, pursuant to option rights granted to Eureko in order to allow Interamerican to focus on its core insurance business, it has been agreed that, subject to Interamerican shareholder approval, Mr. Contominas will acquire certain non-core assets from Interamerican for a consideration of ?136.2 million (GRD46.4 billion) at Eureko's request. These non-core assets consist of 20% of Novabank, valued at ?73.3 million (GRD25.0 billion); 25% of Alpha TV (and related companies) and 20% of Alpha Digital, together valued at ?54.0 million (GRD18.4 billion); and land valued at ?8.9 million (GRD3.0 billion). In addition, it has been agreed that Mr. Contominas will, subject to Interamerican shareholder approval, sell two private clinics to Interamerican for ?10.5 million (GRD3.6 billion) at Eureko's request. These values are based on an independent valuation by a major international investment bank.
Mr. Contominas will remain as Chairman of Interamerican, and will join the Board of Eureko.Information on Interamerican
Interamerican is the market leader in the insurance industry in Greece. Interamerican is #1 in life insurance with a market share in excess of 20% and #4 in non-life insurance with a market share in excess of 6%. The company was listed on the Athens Stock Exchange in June 1999 at an adjusted price of ?6.23 (GRD2,121) per share.
In the life insurance business, Interamerican has an extensive sales network with 87 offices and 134 branches in Greece, 10 offices in Germany.
In non-life insurance, Interamerican is the fourth largest Property and Casualty insurer in Greece offering a full range of non-life risk products. The company is a major force in automotive insurance and offers cover on more than 190,000 (mainly private) vehicles.
Interamerican Health is a leading provider of medical insurance policies and a provider of emergency ambulance transport. Through its innovative Medisystem product, the company offers each person insured primary through to tertiary medical care, via an integrated medical services network. In addition, Interamerican is also the owner of Euroclinic, one of the leading full service private general health clinics in Athens.
In financial services, Interamerican owns 50% of Intertrust, the second largest mutual fund management company (excluding money markets funds) in Greece with ?2.41 billion (GRD822.4 billion) of funds under management and a 15.1% market share, as of April 30, 2001. Interamerican partnered with Banco Comercial Portugues (BCP) to create Novabank in September 2000.
As at December 31, 2000, Interamerican had total assets of ?1.44 billion (GRD491.2 billion) and shareholders' equity of ?283.55 million (GRD96.6 billion). For the year then ended, Interamerican recorded a net profit after tax of ?36.80 million (GRD12.5 billion), on total revenues of ?487.2 million (GRD166.0 billion).Information on Eureko
Eureko is a privately owned pan-European insurance and financial services group with operations in 9 countries, and was created in its current form in November 2000 through a combination of Achmea, the second largest insurance company in the Netherlands, and Seguros e Pensoes, the insurance businesses of Banco Comercial Portugues - the largest life and non-life insurer in Portugal.
The Group also includes F&C, a leading UK asset management company; Friends First, the fifth largest life insurer in Ireland, as well as a strategic 20% shareholding in PZU of Poland, the largest life and non-life insurance company in Central Europe.
Eureko is rated by Standard & Poors ?A-? (long-term counterparty credit rating), with its main operating companies rated ?AA-? (financial strength rating). As at December 31, 2000, Eureko had total assets of ?49.15 billion (GRD16,747.6 billion) and shareholders' equity of ?3.93 billion (GRD1,339.5 billion). For the year then ended, Eureko recorded a net profit of ?521.0 million (GRD177.5 billion) on total revenues of ?10.23 billion (GRD3,486.1 billion).