CorpBanca Agrees to Merge With Itau in Chile and to Combine Business in Colombia

CorpBanca Agrees to Merge With Itau in Chile and to Combine Business in Colombia 
Transaction Results in a Leading Banking Platform for Future
Expansion in Latin America, Specifically in Chile, Colombia, Peru,
and Central America 
SANTIAGO, CHILE -- (Marketwired) -- 01/29/14 --  CORPBANCA (NYSE:
BCA) (BCS: CORPBANCA), CorpGroup (CorpBanca's holding company) and
Itau Unibanco announce that today they have entered into a definitive
agreement to merge CorpBanca and Banco Itau Chile in a
stock-for-stock transaction. The transaction will create a new
Chilean Bank that will operate under the Itau name. Through this
merger, Itau Unibanco and CorpBanca will combine their banking
businesses in Chile and Colombia to create an Andean banking
platform. 
Following the closing of the transaction, Itau Unibanco will be the
controlling shareholder of the new merged Chilean Bank with a 33.58%
ownership interest. Additionally, at closing, Itau Unibanco and
CorpGroup will sign a shareholders' agreement to determine aspects
related to corporate governance, transfer of shares and liquidity
among others. The new Chilean Bank will control CorpBanca's and Itau
Unibanco's Colombian subsidiaries.  
This transaction is subject to regulatory approvals from the
Brazilian, Colombian, Chilean, Panamanian and United States
regulators and also subject to Banco Itau Chile's and CorpBanca's
shareholders' approval. 
If approved, CorpBanca's current shareholders will own 66.42% of the
bank resulting from the merger of CorpBanca and Itau Chile while Itau
Unibanco will own the remaining 33.58%. Prior to the closing of the
merger, Itau Unibanco will make a US$652 million equity infusion into
Itau Chile. Management expects to receive all required approvals by
the end of the fourth quarter of 2014. CorpBanca anticipate that
closing will occur shortly following the receipt of all required
regulatory approvals. 
CorpBanca will be the surviving entity. Under the merger agreement,
Itau Unibanco will exchange all of the shares of Banco Itau Chile in
exchange for 172,048MM newly issued shares in CorpBanca, representing
a 33.58% direct stake of the Chilean Bank immediately following the
closing. Following the closing, the new Chilean Bank will acquire and
control 100% of Itau Colombia. 
Key corporate governance terms to be included in the shareholders'
agreement are related to the Board of Directors and senior management
teams. The Board of Directors of the new Chilean Bank will be
comprised of 11 directors and 2 alternate directors, while the Board
of Directors of the Colombian bank will be comprised of 9 directors.
CorpGroup will be entitled to appoint the Chairman of the Board of
directors. CorpGroup expects to appoint Mr. Jorge Andres Saieh to
serve as Chairman of the new Board of Directors in Chile as of the
closing.  
The Chief Executive Officer of the new Chilean Bank will be appointed
by Itau Unibanco. Mr. Boris Buvinic, current CEO of Itau Chile, is
expected to be appointed as CEO of the new Chilean Bank effective as
of the closing. Mr. Fernando Massu, current CEO of CorpBanca, will
become a member of the new Board of Directors. Other senior
management members will be appointed by the Board of Directors
following recommendation of the Management and Talent Committee. 
As a result of the partnership, the new Chilean Bank will enjoy
several benefits, including: 


 
--  Combined franchise will have a greater scale and resources to compete
    more effectively;
--  Greater market share in Chile by gross loans with approximately 12.4%
    market share (excluding gross loans from CorpBanca Colombia and Helm
    Bank);
--  Opportunity to partner with a premier Latin American franchise;
--  Ability to leverage Itau Unibanco's strong global client
    relationships;
--  Combined entity has the potential to generate significant synergies in
    Chile; and
--  Sustainable dividend flow supported by greater scale and earnings
    capability of the combined enterprise.

  
The transaction enables the creation of additional synergies through:
(i) synergies related to optimization of cost structures; (ii)
savings derived from enhanced branch network; (iii) relevant savings
derived from scalable IT systems; (iv) the improvement in cost of
funding; and (v) the ability to further leverage Tier I Capital. 
The new Chilean Bank is expected to be the fourth largest private
bank in Chile with US$43 billion in assets, US$33 billion in loans
and US$27 billion in deposits. With this greater scale, the
institution will be able to exploit various cross-selling
opportunities and access funding at lower cost. Capital soundness of
the new bank will be strengthened by the US$652 million capital
increase that Itau Unibanco will inject into Itau Chile prior to the
merger.  
As a result of this merger, customers of all entities involved will
have access to a greater array of product offerings as well as a more
extensive branch network (217 branches in Chile and 172 branches in
Colombia). 
Conference Call & Webcast 
CorpBanca will hold an investor update conference call later today,
January 29th, 2014 at 1:30 pm (Santiago, Chile) & 11:30 am (EST US). 
Conference Call Details:  
Participants should dial into the call 10 minutes before the
scheduled time using the following numbers: 1 (866) 819-7111 (US Toll
Free Dial In), 0(800) 953-0329 (UK Toll Free Dial In) or +44
(0)1452-542-301 (Standard International Dial In). Please quote
"CorpBanca" to the operator.  
A telephonic replay of the conference call will be available until
February 5, 2014 by dialing 1 (866) 247-4222 (US Toll Free Dial In),
0(800) 953-1533 (UK Toll Free Dial In) or +44 (0)1452 550-000
(Standard International Dial In). Access Code: 2339939# 
There will also be a live and then archived webcast of the conference
call through the CorpBanca website at the following link:
http://corpbanca.irwebpage.com/webcast_2014-Jan.html. Participants to
the live webcast should register on the website approximately 10
minutes prior to the start of the webcast.  
About Itau Unibanco 
Itau Unibanco is the largest private bank in Latin America and one of
the largest banks in the world by market cap with a universal product
offering and market-leading presence in Brazil. Itau Unibanco's Latin
American footprint outside Brazil includes banking operations in
Argentina, Chile, Colombia, Paraguay and Uruguay. The entity has a
track record of delivering consistently strong financial results and
outstanding ROEs.  
Banco Itau Unibanco entered the Chilean market with the acquisition
of BankBoston's operations in 2007. Its Chilean subsidiary is the
largest outside of Brazil. In Chile, Itau is the 7th largest
privately owned bank with a 4.9% market share by loans and 6th
largest by total deposits with also a 4.9% market share. Banco Itau
Chile operates in retail banking, commercial banking, global
corporate banking, and treasury businesses and has a leading presence
in the high-income segment (ABC1). In 2011, Itau Chile acquired
HSBC's premium banking operations in Chile and strengthened its
presence in the high-income segment. Its distribution network is
comprised of 94 branches and 72 ATMs. 
About CorpBanca 
CORPBANCA (NYSE: BCA) (BCS: CORPBANCA), is Chile's oldest operating
private bank founded in 1871. Based in Chile also participates in
Colombia and Panama. It also has a branch in New York and a
representative office in Madrid. Its total consolidated assets exceed
US$35 billion and the equity totaled US$3.4 billion. Focused on large
and medium companies and individuals, CorpBanca offers universal bank
products. By mid 2012 it acquired Banco Santander Colombia and in
2013 acquired Helm Bank in Colombia and Panama. 
As of November 30, 2013, according to the Chilean Superintendency of
Banks, CorpBanca was the fourth largest private bank in Chile in
terms of the overall size of its customer loan portfolio (11.7%
market share on a consolidated basis and 7.4% market share among
private banks on an unconsolidated basis only taking into account its
operations in Chile). 
As of October 31, 2013, according to the Colombian Superintendency of
Finance, CorpBanca Colombia and Helm Bank combined operations were
the fifth largest bank in Colombia in terms of total assets and in
terms of total loans and the fourth largest bank in Colombia in terms
of total deposits, as reported under local regulatory and accounting
principles. 
Financial Advisors 
Bank of America Merrill Lynch and Goldman, Sachs & Co. acted as
financial advisors to CorpBanca. 
Legal Counselors 
Simpson Thacher & Bartlett, Claro and Posse Herrera participated in
this transaction as legal counselors in the US, Chile and Colombia,
respectively.  
CAUTION REGARDING FORWARD-LOOKING STATEMENTS 
This press release contains forward-looking statements.
Forward-looking information is often, but not always, identified by
the use of words such as "anticipate", "believe", "expect", "plan",
"intend", "forecast", "target", "project", "may", "will", "should",
"could", "estimate", "predict" or similar words suggesting future
outcomes or language suggesting an outlook. These forward-looking
statements include, but are not limited to, statements regarding
benefits of the proposed merger, integration plans and expected
synergies, the expected timing of completion of the transaction,
anticipated future financial and operating performance and results,
including estimates for growth. These statements are based on the
current expectations of CorpBanca's management. There are a number of
risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements included in this
communication. For example, (1) the companies may be unable to obtain
shareholder approvals required for the merger; (2) the companies may
be unable to obtain regulatory approvals required for the merger, or
required regulatory approvals may delay the merger or result in the
imposition of conditions that could have a material adverse effect on
the combined company or cause the companies to abandon the merger;
(3) conditions to the closing of the merger may not be satisfied; (4)
an unsolicited offer of another company to acquire assets or capital
stock of Itau Unibanco or CorpBanca could interfere with the merger;
(5) problems may arise in successfully integrating the businesses of
the companies, which may result in the combined company not operating
as effectively and efficiently as expected; (6) the combined company
may be unable to achieve cost-cutting synergies or it may take longer
than expected to achieve those synergies; (7) the credit ratings of
the combined company or its subsidiaries may be different from what
the companies expect; (8) the businesses of the companies may suffer
as a result of uncertainty surrounding the merger; (9) the industry
may be subject to future regulatory or legislative actions that could
adversely affect the companies; and (10) the companies may be
adversely affected by other economic, business, and/or competitive
factors. Forward-looking statements and information are based on
current beliefs as well as assumptions made by and information
currently available to CorpBanca's management. Although management
considers these assumptions to be reasonable based on information
currently available to it, they may prove to be incorrect. By their
very nature, forward-looking statements involve inherent risks and
uncertainties, both general and specific, and risks that predictions,
forecasts, projections and other forward-looking statements will not
be achieved. We caution readers not to place undue reliance on these
statements as a number of important factors could cause the actual
results to differ materially from the beliefs, plans, objectives,
expectations and anticipations, estimates and intentions expressed in
such forward-looking statements. Furthermore, the forward-looking
statements contained in this press release are made as of the date of
this press release and CorpBanca does not undertake any obligation to
update publicly or to revise any of the included forward-looking
statements, whether as a result of new information, future events or
otherwise. The forward-looking statements contained in this press
release are expressly qualified by this cautionary statement.  
ITAU UNIBANCO CONTACT 
Investor Relations
Itau Unibanco Holding
Sao Paulo, Brazil
investor.relations@itau-unibanco.com.br  
CORPBANCA CONTACT  
Investor Relations
CorpBanca
Santiago, Chile
Phone: +56 (2) 2660-2555
IR@corpbanca.cl 
 
 
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