0000947871-14-000047.txt : 20140129 0000947871-14-000047.hdr.sgml : 20140129 20140129143439 ACCESSION NUMBER: 0000947871-14-000047 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140129 FILED AS OF DATE: 20140129 DATE AS OF CHANGE: 20140129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Itau Unibanco Holding S.A. CENTRAL INDEX KEY: 0001132597 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 STATE OF INCORPORATION: D5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15276 FILM NUMBER: 14556402 BUSINESS ADDRESS: STREET 1: PRA?A ALFREDO EGYDIO DE SOUZA ARANHA STREET 2: 100 - TORRE CONCEICAO - CEP 04344-902 CITY: SAO PAULO STATE: D5 ZIP: 00000 BUSINESS PHONE: 55-11-5019-1723 MAIL ADDRESS: STREET 1: PRA?A ALFREDO EGYDIO DE SOUZA ARANHA STREET 2: 100 - TORRE CONCEICAO - CEP 04344-902 CITY: SAO PAULO STATE: D5 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Itau Unibanco Banco Multiplo S.A. DATE OF NAME CHANGE: 20090226 FORMER COMPANY: FORMER CONFORMED NAME: BANCO ITAU HOLDING FINANCEIRA S A DATE OF NAME CHANGE: 20030319 FORMER COMPANY: FORMER CONFORMED NAME: BANCO ITAU SA DATE OF NAME CHANGE: 20010117 6-K 1 ss201377_6k.htm REPORT OF FOREIGN ISSUER
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of January 2014
Commission File Number: 001-15276

Itaú Unibanco Holding S.A.
(Exact name of registrant as specified in its charter)
Itaú Unibanco Holding S.A.
(Translation of Registrant’s Name into English)

Praça Alfredo Egydio de Souza Aranha, 100-Torre Itaúsa
04344-902 São Paulo, SP, Brazil
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F:  x      Form 40-F:   o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes:   o      No:   x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes:   o      No:   x

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes:   o      No:   x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  
82-___________________.
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
Itaú Unibanco Holding S.A.
  
    (Registrant)  
         
         
Date:  January 29, 2014 By: /s/ Alfredo Egydio Setubal  
    Name:  Alfredo Egydio Setubal   
    Title:  Investor Relations Officer    
         
 
         
  By: /s/ Caio Ibrahim David  
    Name: Caio Ibrahim David  
    Title:  Chief Financial Officer  
         

 
 

 
 
 

 

 

 
 
 
 
 
EXHIBIT INDEX
 
 
99.1
 Material Fact:  Transaction Agreement with CorpBanca Regarding Merger of Operations of Banco Itaú Chile and CorpBanca
    
 
  
  
 
 
 
 
 
 
 
 
 

 
 
 

 
 
 
 
EX-99.1 2 ss201377_ex9901.htm MATERIAL FACT
          
 
Itaú Unibanco Holding S.A.
CNPJ 60.872.504/0001-23
A Publicly Held Company
NIRE 35300010230




MATERIAL FACT
 
 
Itaú Unibanco Holding S.A. (“Itaú Unibanco”) announces to the market that it has signed, jointly with its Banco Itaú Chile (“BIC”) subsidiary, a transaction agreement with CorpBanca (“CorpBanca”) and its controlling shareholders (“Corp Group”) establishing the terms and conditions for the merger of the operations of BIC and CorpBanca in Chile and in other jurisdictions where CorpBanca operates.
  
Itaú Unibanco’s strategy. This agreement represents an important step in the internationalization of Itaú Unibanco and in its drive to become a leading bank in Latin America. With the conclusion of the agreement, Itaú Unibanco moves up from 7th (seventh) to 4th (fourth) place in the ranking of the largest banks in Chile in terms of loans as well as representing its entry into the Colombian financial retail market through Banco CorpBanca Colômbia S.A. (“CorpBanca Colombia”) and Helm Bank S.A. (“Helm Bank”). Currently, these controlling shareholders of CorpBanca in Colombia - making up the 5th (fifth) largest indigenous bank in terms of loan portfolio - are in the process of merging, a process which is pending regulatory approval. As a result of this agreement, Itaú Unibanco and Corp Group will establish a platform for growth and identification of new business opportunities in Chile, Colombia, Peru and in Central America.
 
Conclusion of the operation. The operation will be concluded through (i) an increase in the capital of BIC in the amount of US$ 652 million by Itaú Unibanco or one of its subsidiaries, (ii) incorporation of BIC by CorpBanca, with the cancelation of shares of BIC and the issue of new shares by CorpBanca in the estimated proportion of 85,420.07 shares of CorpBanca to each 1 share of BIC, to be approved at a shareholders meeting of CorpBanca with a favorable vote of 2/3 (two-thirds) of the shares issued by CorpBanca, such that the stakes in the bank resulting from the incorporation (to be denominated “Itaú CorpBanca”) shall be 33.58% for Itaú Unibanco  and 32.92% for Corp Group, and (iii) the subsequent integration of Itaú BBA Colômbia, S.A. into the operations of Itaú CorpBanca or one if its subsidiaries.
 
Brand. Itaú CorpBanca will operate in Chile as well as in other countries in which it carries on its business under the “Itaú” brand name, one of the most valuable in Latin America according to Interbrand consultancy.
 
 
 
 
 
            
fls.2
 
Governance. Itaú CorpBanca shall be controlled by Itaú Unibanco, which shall sign a shareholders’ agreement with Corp Group upon the finalization of the operation. This agreement shall give Itaú Unibanco and Corp Group the right to nominate members of the board of directors of Itaú CorpBanca  in accordance with their respective stakes in the capital stock, this shareholder bloc having the powers to elect the  majority of the members of the board of directors and Itaú Unibanco having the right to elect the majority of these members. The chairmen of the boards of directors of Itaú CorpBanca and its subsidiaries shall be nominated by  Corp Group and its vice chairmen by Itaú Unibanco. The executives of Itaú CorpBanca and its subsidiaries will be proposed by Itaú Unibanco and ratified by the board of directors of Itaú CorpBanca. The shareholders’ agreement also provides for the right of Corp Group jointly with Itaú Unibanco to approve certain strategic matters pertaining to Itaú CorpBanca and shall also contain provisions on the transfer of shares between Itaú Unibanco and Corp Group as well as to third parties.
 
Value creation. Itaú CorpBanca will enjoy the benefit of the quality of BIC’s assets and operations. The operation will create value for Itaú Unibanco’s shareholders with important economies of scale once the synergies resulting from the merger of the two banks have been effectively captured. Such synergies will arise from the rationalization of the organizational structures, the significant reduction in funding costs and the implementation of cross-selling strategies from a broader customer base. Itaú CorpBanca will be one of the strongest financial institutions with US$ 45 billion in assets and US$ 34 billion in loans. Itaú Corpbanca will offer its clients a broad and innovative range of financial products and services through a substantial branch network in Chile (217) and in Colombia (172), thus maintaining the quality of customer service which characterizes both merging banks.
 
Effect on the results. The operation is not expected to have any material accounting impact on the results of Itaú Unibanco, which will consolidate Itaú CorpBanca in its financial statements.

 
Conditions for conclusion. The conclusion of the operation is subject to compliance with certain conditions precedent including the aforementioned approval  by CorpBanca’s shareholders’ meeting and regulatory approvals in Brazil, Chile and Colombia, as well as other jurisdictions in which CorpBanca carries on business.
 
With this operation, Itaú Unibanco wishes to reiterate its commitment to long-term shareholder value and to the continuation of  its internationalization process through the ongoing analysis of opportunities for growth in Latin America.


São Paulo (SP), January 29, 2014.
 

ALFREDO EGYDIO SETUBAL
Investor Relations Director