SECURITIES AND EXCHANGE COMMISSION
06029-900 - Osasco - SP
Federative Republic of Brazil
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____.
Manual for Attendance at the Special Shareholders’ Meeting of August 30, 2019 – 10:20 a.m.
Ratify the decision to acquire one hundred percent (100%) of the share capital of BAC Florida Bank
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Exhibit 19 - required by Article 19 of CVM Instruction No. 481, of December 17, 2009 |
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Exhibit 21 - required by Article 21 of CVM Instruction No. 481, of December 17, 2009 |
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Message from the Chairman of the Board of Directors
Cidade de Deus, Osasco, SP, July 29, 2019
Dear Shareholders,
I invite you to attend the Special Shareholders’ Meeting of Banco Bradesco S.A. (Bradesco or Company), which shall be held on August 30, 2019, at 10:20 am, at which time you will have the opportunity to discuss and vote on the matters contained in the Call Notice that is part of this Manual, with the purpose of ratifying the acquisition of one hundred percent (100%) of the share capital of BAC Florida Bank (BAC Florida), pursuant to the Material Fact disclosed by this Company on May 6, 2019. Said Call Notice will be published in the official newspapers from tomorrow, July 30.
It is important to note that, in the event that it is not possible to attend the event, the exercise of voting rights may be manifested to Bradesco through proxy or Distance Vote Ballot, in accordance with current legislation, and we are providing a voting electronic platform. All of these options aim to ensure the full participation of shareholders at the Meeting.
In line with our commitment to transparency and the democratization of information, we concentrate in this Manual all the information and guidance required by applicable law, as well as others that may assist you in the thorough assessment of matters to be resolved by shareholders holding common shares at the Meeting and, consequently, in the best decision-making by vote.
In order for you to have sufficient time for due consideration of the matters that will be submitted to your resolution, all necessary documents are being made available to the market on this date, 32 days in advance of the meeting.
In the certainty of continuing to count on your support, Bradesco remains at your disposal for any further clarifications.
Have a good event everyone!
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Banco Bradesco S.A. |
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Luiz Carlos Trabuco Cappi |
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Chairman of the Board of Directors |
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Banco Bradesco S.A.
Corporate Taxpayers’ ID No. 60.746.948/0001-12 – Company Registration No. 35.300.027.795
Publicly Held Company
Special Shareholders’ Meetings
We invite the shareholders of this Company to meet at Special Shareholders’ Meetings, to be held on August 30, 2019, at the head office, at Núcleo Cidade de Deus, Vila Yara, Osasco, SP, Prédio Vermelho, Salão Nobre, 5º andar, to discuss and resolve on the following Agendas:
Special Shareholders’ Meeting – 10am
(...)
Special Shareholders’ Meeting – 10:20am
As per Material Fact disclosed by this Company on May 6, 2019, regarding the acquisition of BAC Florida Bank, to ratify:
1) the decision to acquire one hundred percent (100%) of the share capital of BAC Florida Bank; and
2) the appointment of PricewaterhouseCoopers Serviços Profissionais Ltda., hired by the management to prepare the Appraisal Reports of BAC Florida Bank.
Special Shareholders’ Meeting – 10:40am
(...)
___________________________________________________________________
Attendance at Meetings: pursuant to Article 126 of Law No. 6.404/76, as amended, to attend and vote at the Shareholders’ Meetings the shareholder should note that:
· in addition to the identity document, they must also present proof of ownership of the shares issued by the Company issued by the custodian, provided that, for holders of book-entry shares held at Bradesco, the presentation of said proof is not required;
· if the shareholder cannot be present at the Shareholders’ Meetings, they may be represented by a proxy appointed less than a year ago, provided that such proxy is a shareholder, a manager of the Company, a lawyer or a financial institution, where the administrator of investment funds must represent their members, noting that corporate shareholders may be represented in accordance with their by-laws/articles of incorporation;
· prior to being sent to Bradesco, corporate documents and representation of legal entities and investment funds drawn up in a foreign language must be translated into Portuguese. The respective translations must be registered in the Register of Deeds and Documents (no sworn translation is required);
· in order to expedite the process and facilitate the work of the Meetings, we request that the proof of ownership of the shares, the proxy and the eventual declaration of vote, at the discretion of the shareholder, be filed at the Company’s head office, preferably, at least two (2) business days prior to the Shareholders’ Meeting(s), at Banco Bradesco S.A. Secretaria Geral - Área Societária – Núcleo Cidade de Deus, Prédio Vermelho, 4º andar, Vila Yara, Osasco, SP, Brazil - CEP 06029-900. A copy of the documentation may also be forwarded in advance to the email address governancacorp@bradesco.com.br;
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· if you choose to vote at a distance, you must express your intention to vote by sending the respective Distance Vote Ballot: 1) to the bookkeeper of the Company’s shares through the entire Bradesco Branch Network; or 2) to its custody agents providing such service, in the case of shareholders holding shares filed with a central depositary; or 3) directly to the Company. For additional information, observe the rules set forth in CVM Instruction 481/09 and the procedures described in the Distance Vote Ballot provided by the Company, as well as in the respective Manual for Attendance at Special Shareholders’ Meetings;
· for investors with shares in custody of B3 or directly in the bookkeeper, in addition to the above-mentioned attendance processes, Bradesco will also allow the voting right to be exercised electronically, until 11am of August 27, 2019 (for further information, see the Manual);
· for a better flow of work, shareholders’ access to Salão Nobre on the 5º andar, where the Meetings will be held, will be allowed from 9am, when they can clarify any doubts regarding the matters to be resolved.
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Documents available to shareholders: all legal documents and additional information required for review and exercise of voting rights are available to shareholders in the Market Relations Department, Núcleo Cidade de Deus, Prédio Vermelho, 3º andar, Vila Yara, Osasco, SP, and on the websites of Bradesco (banco.bradesco/ri), B3 S.A. - Brasil, Bolsa, Balcão (http://www.b3.com.br/pt_br/produtos-e-servicos/negociacao/renda-variavel/empresas-listadas.htm) and of CVM (http://cvmweb.cvm.gov.br/SWB/Sistemas/SCW/CPublica/CiaAb/FormBuscaCiaAb.aspx?TipoConsult=c).
Further information may be obtained from the Investor Relations website - banco.bradesco/ri - Corporate Governance, at the Bradesco Branch Network or through the email address governancacorp@bradesco.com.br.
Osasco, SP, July 29, 2019
Luiz Carlos Trabuco Cappi
Chairman of the Board of Directors
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This Manual deals exclusively with the Special Shareholders’ Meeting called at 10:20am on August 30, 2019, in accordance with the law and the By-Laws.
The Call Notice, contained in this Manual, lists all the matters to be examined, discussed and voted on during the Special Shareholders’ Meeting, not allowing the inclusion of other issues not listed on the Agenda.
All other documents related to Special Shareholders’ Meeting are part of this Manual and are available to the shareholders in the Market Relations Department, at Núcleo Cidade de Deus, Prédio Vermelho, 3º andar, Vila Yara, Osasco, SP, and may also be viewed on the websites of Bradesco (banco.bradesco/ri), B3 S.A. - Brasil, Bolsa, Balcão (http:// www.b3.com.br/pt_br/produtos-e-servicos/negociacao/renda-variavel/empresas-listadas.htm) and CVM (http://sistemas.cvm.gov.br/?CiaDoc).
According to Article 125 of Law No. 6.404/76, this Special Shareholders’ Meeting shall be held on first call with the presence of shareholders representing at least one fourth (1/4) of the share capital with voting rights (common shares) and, on second call, with any number.
Under Article 129 of Law No. 6.404/76, resolutions are passed by an absolute majority of votes, not counting blank votes.
Holders of common shares
Pursuant to Brazilian law and Bradesco’s By-Laws, shareholders holding common shares will have voting rights in all matters listed on the Agenda.
Holders of American Depositary Receipts (ADRs)
Holders of American Depositary Receipts (ADRs), backed by common shares, will be entitled to vote on the matters listed on the Agenda.
Holders of ADRs will be duly instructed by The Bank of New York Mellon, the depositary financial institution of ADRs backed by Bradesco shares.
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Attendance at Special Shareholders’ Meeting
In-person attendance
The shareholders of the Company holding common shares may attend the Special Shareholders’ Meeting by going to its head office and declaring their votes.
Holders of preferred shares may attend the Special Shareholders’ Meeting and discuss the matters on the Agenda, but may not vote on the matters submitted for resolution.
According to the provisions of Article 126 of Law No. 6.404/76, shareholders shall attend the Special Shareholders’ Meeting providing, in addition to the identity card, proof of ownership of the Company’s shares, issued by the depositary financial institution and/or custodian. Management recommends that such proof be issued within two (2) business days prior to the date of the said Meeting.
Corporate shareholders, such as Commercial Companies and Investment Funds, shall be represented in accordance with their By-Laws/Articles of Incorporation or Regulations, submitting documents proving the good standing of the representation, accompanied by the Minutes of election of the Directors, if applicable, at the place and time indicated in the item below.
Attendance by proxies
Shareholders may also be represented by a proxy appointed less than a year ago, provided that they are a shareholder, Bradesco manager, lawyer or financial institution, where an investment fund manager shall represent their members, pursuant to Paragraph One of Article 126 of Law No. 6.404/76, and the principal’s signature on the proxy must be notarized at the Notary’s Office. Please note also that corporate shareholders may be represented in accordance with their by-Laws/articles of incorporation, without the obligation of the respective proxies being shareholders, Bradesco managers, a lawyer or a financial institution.
In order to assist shareholders, the Proxy Form contained in this Manual may be used, in which case the proxy shall vote in strict accordance with the instructions contained in the respective proxy instruments.
Optionally, shareholders may also grant a proxy with a text different from that suggested herein, provided that it expressly contains the powers granted and the precise identification of both the principal and the agent.
When the shareholder is represented by proxy, the legality of the proxy must be examined before the start of the Special Shareholders’ Meeting, as well as the ownership of the shares.
In order to expedite the process and facilitate the work of the Special Shareholders’ Meeting, we request that the proof of ownership of the shares, the proxy and the eventual declaration of vote, at the discretion of the shareholder, be filed at the Company’s head office, preferably, at least two (2) business days prior to the Special Shareholders’ Meeting, at Banco Bradesco S.A. Secretaria Geral - Área Societária – Núcleo Cidade de Deus, Prédio Vermelho, 4º andar, Vila Yara, Osasco, SP, Brazil - CEP 06029-900. A copy of the documentation may also be sent to governancacorp@bradesco.com.br.
Prior to being sent to Bradesco, corporate documents and representation of legal entities and investment funds drawn up in a foreign language must be translated into Portuguese. The respective translations must be registered in the Register of Deeds and Documents (no sworn translation is required).
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Attendance by Distance Voting
As provided for in Articles 21-A and following of CVM Instruction No. 481/09, the Company’s shareholders may also exercise their voting rights at the shareholders’ meeting by means of distance voting, to be formalized in a document called “Distance Vote Ballot” (Ballot), which is available in the Corporate Governance area of Bradesco’s Investor Relations website (banco.bradesco/ri) or on the Brazilian Securities and Exchange Commission - CVM website (http: // systems .cvm.gov.br/?CiaDoc).
General Orientations
ü Holders of common shares with positions held until the date of the Special Shareholders’ Meeting shall be entitled to vote on all matters contained in the Ballot.
A shareholder who decides to exercise their distance voting rights in the modalities described in items I and III below shall:
ü access the Company’s website (banco.bradesco/ri) or CVM’s website (http://sistemas.cvm.gov.br/?CiaDoc);
ü print the Ballot, fill in all the fields, observing the instructions contained in each matter;
ü initial all pages and sign it;
ü attach the documents in the table below:
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Documents to be submitted with the Ballot |
Individual |
Legal Entity |
Inv. Fund |
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X |
X |
X | |
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Individual Taxpayers’ ID and photo ID of the shareholder or their legal representative1 | |||
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- |
X |
X | |
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Restated By-Laws or Articles of Incorporation2 | |||
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- |
X |
X | |
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Document attesting to the powers of representation2 | |||
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- |
- |
X | |
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Restated and updated by-laws of the fund | |||
(1) Accepted ID: ID Card, foreigner’s registration card (RNE), driver’s license, Passport and officially recognized professional registration card.
(2) For investment funds, documents of the manager and/or administrator, observing the voting policy.
The corporate documents and representation of legal entities and investment funds drawn up in a foreign language must be translated into Portuguese. The respective translations must be registered in the Register of Deeds and Documents (no sworn translation is required).
The ballot vote shall be delivered by the shareholder by one of the options described below, up to seven (7) days prior to the date of the Special Shareholders’ Meeting, i.e., up to and including August 23, 2019:
I. Upon delivery of the completed and signed Ballot to one of Bradesco’s Branches
This option is exclusively intended for shareholders holding shares deposited with Bradesco, as the bookkeeper of the shares issued by Bradesco:
Shareholders with a position in our Share Registration Book shall deliver the ballot to any of Bradesco Branches by and including August 23, 2019, during local bank business hours, so that the information contained in their Ballot, in their presence, may be transferred to Bradesco’s systems. Once the operation is completed, you will receive the voting receipt.
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Important: Bradesco Branches will not receive the Ballots after the banking hours of August 23, 2019. |
The Management emphasizes that the above procedures may not be adopted for shareholders holding shares in custody of B3 and/or with any other custody agent. In this case, the provisions of item II below shall be observed.
II. By voting instructions transmitted by the shareholders to their respective custody agents
This option is exclusively for shareholders holding shares deposited with B3. In this case, the distance voting will be exercised by the shareholders in accordance with the procedures adopted by the Institutions and/or Brokers (Custodian Agents) that maintain their positions in custody:
The holder of shares deposited with B3, who chooses to exercise their distance voting rights, shall do so by transmitting their voting instruction to the Custodian Agent who holds their shares in custody, subject to the rules determined by them, which will thereafter refer such vote to the B3 Depositary Office.
As the provision of the service for collection and transmission of the Ballot filling instructions is optional for Custodian Agents, we recommend that the shareholder check whether their custodian is qualified to provide such service and the procedures established by them for issuing the instructions to vote, as well as the documents and information required by them.
Pursuant to article 21-B of CVM Instruction No. 481/09, the shareholder shall transmit the instructions to fill out the Ballot to their custody agents by and including August 23, 2019, except if a different deadline, always prior to that date, is established by their custody agents.
Bradesco informs that if your respective Custody Agent does not provide distance voting services, the shareholder will have the option of sending their Ballot and applicable documents directly to the Company, pursuant to item III below.
III. By directing your voting guidance directly to the Company
This option may be used by all shareholders of the Company:
If the Shareholder chooses to direct their voting instructions directly to the Company, the Shareholder shall send, by postal mail, a printed version of the Ballot together with the certified copies of the documents indicated in the table above, in due time, no later than August 23, 2019 (inclusive), at its head office at Núcleo Cidade de Deus, Prédio Vermelho, 4º andar, Vila Yara, Osasco, SP, Brazil, CEP 06029-900.
The shareholder may also, if preferring to do so, send the documents to the Company beforehand, by sending the scanned copies of the Ballot and the aforementioned documents to the email address governancacorp@bradesco.com.br.
In any case, it is indispensable that Bradesco receive by August 23, 1919 (inclusive), at the aforementioned address, the original Ballot and a certified copy of the other documents previously sent by email to the shareholder.
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Within three (3) days from the receipt of the physical copies of said documents, the Company will notify the shareholder, through the email address indicated by the shareholder in the Ballot, regarding the receipt of the documents and their acceptance.
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A Ballot received by Bradesco that is not duly completed and/or is not accompanied by the supporting documents described on page 6 will be disregarded. |
The Company points out that:
ü as determined by article 21-S of CVM Instruction 481/09, the B3 Depositary Office, upon receiving the voting instructions from the shareholders through their respective custody agents, will disregard any diverging instructions regarding the same resolution that may have been issued by the same Individual Taxpayers’ ID or Corporate Taxpayers’ ID registration number;
ü at the end of the distance voting period, i.e. August 23, 2019 (inclusive), the shareholder may not change the voting instructions already sent, unless present at the Special Shareholders’ Meeting or represented by proxy, upon explicit request to disregard the voting instructions sent via Ballot before the respective matters are put to the vote.
Attendance via electronic voting platform
For investors with shares in custody in B3 or directly in the bookkeeper, in addition to the attendance processes listed above, Bradesco will also allow the free exercise of voting rights electronically.
Therefore, the shareholder who wishes to do so should access the link www.proxyvoting.com.br, request access to the voting platform and provide the necessary information to confirm their status as a shareholder of Bradesco.
Bradesco points out that the voting procedure through the electronic platform must be completed by 11am on August 27, 2019.
Additional information may be obtained from the telephone numbers and email address of the electronic platform website mentioned herein.
Withdrawal Right
There is no right of withdrawal due to the approval of item 1 of the Special Shareholders’ Meeting Agenda at 10:20 am, since the price to be paid by the Company in the acquisition of 100% of BAC Florida Bank's share capital does not exceed one and a half times the higher of the three amounts provided for in item II of the heading of Article 256 of Law No. 6,404/76. These calculations and values are available for verification by shareholders in the reports prepared by PwC and which are attached to this manual: Report - BAC Florida Bank Appraisal Report and Report - Art. 256 of Law 6,404/76.
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Proposal to ratify decision to acquire 100% (one hundred percent) of one hundred percent (100%) of the share capital of BAC Florida Bank
Dear shareholders,
Bradesco’s Board of Directors hereby submits the following matters for your consideration and resolution:
1) to ratify the decision to acquire one hundred percent (100%) of the share capital of BAC Florida Bank, pursuant to Share Purchase Agreement, whose celebration was disclosed to the market in the Material Fact of May 6, 2019.
The conclusion of the transaction is also subject to prior approval by the relevant Brazilian and US regulatory agencies.
According to the Material Fact of May 6, 2019, BAC Florida Bank is a Coral Gables, Florida-based bank with over 45 years of experience in the US banking industry, focusing on high-income non-resident individuals.
With the acquisition, Bradesco will take over all operations of BAC Florida Bank, with the main objective of expanding the offer of investments in the USA to its high income (Prime) and Private Bank customers, as well as offering other banking services in the US market, such as checking account, credit card, and mortgage. This transaction will also provide Bradesco with the opportunity to expand business related to corporate and institutional clients.
For more information on the acquisition of the controlling interest of BAC Florida Bank, see Exhibits 19, corresponding to Article 19 of CVM Instruction No. 481/09.
2) to ratify the appointment of PricewaterhouseCoopers Serviços Profissionais Ltda., hired by the management to prepare the Appraisal Reports of BAC Florida Bank.
For more information about the appraiser, see Exhibit 21, corresponding to Article 21 of mentioned CVM Instruction 481/09.
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Control Acquisition
1. Describe the deal
According to Material Fact and presentation made available on the Company’s website, both of May 6, 2019, the deal consists of the acquisition of 100% of BAC Florida Bank (“BAC Florida”) through one or more subsequent steps (“Deal”), pursuant to the Share Purchase Agreement (“Agreement”), entered into on May 5, 2019 between, on the one hand, as Buyer, wholly-owned subsidiary of Bradesco (Guarantor), Lecce Holdings S.A. (“Lecce”) and, on the other hand, the controlling shareholders of BAC Florida: (i) CAICO Investments Group Corp. (“CAICO”), (ii) Empresa de Inversiones Alcastre Limited (“Alcastre”), (iii) Valores Intercontinentales de Panama Limited (“Panama”), (iv) Consorcio Nuevo Laredo Limited (“Nuevo Laredo”), (v) Consorcio Novara del Sur Limited (“Novara del Sur”) and (vi) Sociedad Internacional Yreka (“Yreka” and, together with CAICO, Alcastre, Panama, Nuevo Laredo and Novara del Sur, “Sellers”).
In a first step, all the shares owned by BAC Florida’s controlling shareholders (Sellers) will be acquired, and then a corporate transaction will be carried out to acquire the minority interests, so that Bradesco will eventually own the entire share capital of BAC Florida.
With the Deal, Bradesco will take over all BAC Florida operations, expanding its operations in the US market and offering a wide range of banking products focused on high income and Private Bank customers.
BAC Florida’s business lines include mortgages in Florida, Private Banking & Wealth Management services, Corporate & Institutional Banking services and digital bank, called My eBanc, which serves customers in 49 states and provides services such as deposits, investments and checking account.
In addition, with the acquisition of one hundred percent (100%) of BAC Florida, Bradesco will take over BAC Florida Investments Corp, which is a securities broker, and BAC Global Advisors Inc, which is an investment consulting firm.
BAC Florida Key Figures (base December 31, 2018):
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In US$ million |
In R$ million (1) | |
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Total assets |
2,236 |
8,859 |
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Deposits |
1,839 |
7,286 |
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Shareholders’ Equity |
206 |
816.25 |
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Net profit |
29 |
114.9 |
(1) Conversion to Reais using Sale Exchange Rate of May 6, 2019 in the amount of R$3.9624.
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2. Inform the reason, statutory or legal, by which the deal was submitted to the approval of the Meeting
The Deal is being submitted to the General Meeting of Shareholders to comply with the obligation provided for in the Agreement, according to which the execution of the transaction was subject to its approval at the Company's General Meeting.
It is also worth mentioning that the acquisition of 100% of the share capital of BAC Florida Bank does not meet the criteria set forth in Article 256 of Law No. 6,404/76, since (i) the transaction does not constitute a material investment under item I of Article 256 and Article 247, sole paragraph, both of Law No. 6.404 / 76; and (ii) the acquisition price to be paid by the Company does not exceed one and a half times the higher of the three amounts provided for in item II of the heading of Article 256 of Law No. 6,404 / 76, as per Report prepared by PricewaterhouseCoopers Serviços Profissionals Ltda. (“PwC”).
3. For the company whose control was or will be acquired:
a. Inform name and identification
BAC Florida is an American bank, headquartered in Miami - Florida at 169 Miracle Mile R-10, Coral Gables, Florida 33134.
b. Number of shares or membership interests of each class or type issued
BAC Florida’s share capital is currently represented by 18,875,819 common shares, divided into 221,365 Class A common shares and 18,654,454 Class B common shares, and by 20,000,000 preferred shares, divided into 10,000,000 Class A preferred shares and 10,000,000 Class B preferred shares.
c. List all direct or indirect controlling shareholders or members of the controlling block and their equity interest in the capital stock, if they are related parties, as defined by the accounting rules that deal with this subject.
Not applicable, as the persons described above are not related parties to Bradesco.
d. For each class or type of shares or membership interest whose control will be acquired, inform:
i. Minimum, average and maximum price of each year in the markets in which they are traded in the last three (3) years
Not applicable, given that the company whose control will be acquired is not a publicly-held company.
ii. Minimum, average and maximum price of each quarter in the markets in which they are traded in the last two (2) years.
Not applicable, given that the company whose control is acquired is not a publicly-held company.
iii. Minimum, average and maximum price of each month, in the markets in which they are traded, in the last six (6) months.
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Not applicable, given that the company whose control is acquired is not a publicly-held company.
iv. Average price in the markets in which they are traded, in the last 90 days
Not applicable, given that the company whose control will be acquired is not a publicly-held company.
v. Shareholders’ Equity at market prices, if the information is available;
According to the Appraisal Report prepared by PwC, for the purpose of verifying the applicability of the provisions of Article 256 of Law No. 6,404/76, BAC Florida shareholders’ equity value at market price is US$ 205.8 million. As required by item II of Article 256 of Law No. 6,404 / 76, PwC applied the multiplier factor (1.5x) to shareholders' equity at market price, totaling US$ 308.6 million.
vi. Amount of annual net income for the last two (2) fiscal years, adjusted for inflation:
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Net Income - BAC Florida Bank | ||
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US$ Million |
R$ Million (1) |
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2017 |
17,362 |
68,795 |
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2018 |
29,417 |
116,562 |
(1) Conversion to Reais using Sale Exchange Rate of May 6, 2019 in the amount of R$3.9624.
Because the earnings are in US dollars, the above amounts are historical on their respective dates and have not been monetarily restated.
As required by item II of Article 256 of Law No. 6404/76, PwC applied the multiplier factor (1.5x) over 15 times the average net income of the last two years (item c of mentioned item II), totaling US$ 526.0 million, higher than the price paid.
4. Key terms and conditions of the deal, including:
a. Identification of the sellers
The following companies are sellers: CAICO Investments Group Corp., Empresa de Inversiones Alcastre Limited, Valores Intercontinentales de Panama Limited, Consorcio Nuevo Laredo Limited, Consorcio Novara del Sur Limited, Sociedad Internacional Yreka, all companies incorporated under the laws of the British Virgin Islands.
b. Total number of shares or membership interests acquired or to be acquired
Bradesco will acquire one hundred percent (100%) of BAC Florida shares through 2 steps, as described in item 1 above.
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c. Total Price
For the acquisition of one hundred percent (100%) of BAC Florida’s share capital, Bradesco will pay, at the close of the Deal, approximately US$500 million, corresponding to approximately R$1.98 billion (May 6, 2019 – Exchange Rate R$3.96), adjusted based on BAC Florida’s tangible shareholders’ equity.
d. Price per share or membership interest of each type or class
Considering that the shares issued by BAC Florida have different values, the acquisition price of BAC Florida was not fixed per share, but took into consideration all the shares.
For information purposes, the price per share can be calculated as US$25.14.
The price per share was calculated by redeeming, prior to the conclusion of the transaction, the 10,000,000 class A preferred shares issued by BAC Florida and the conversion of 10,000,000 class B preferred shares into 1,051,156 common shares, as per the Agreement.
e. Payment Method
The price will be paid in US dollars and in proportion to each shareholder's interest in BAC Florida's share capital in cash (in US dollars).
The Sellers will receive the respective payment of the pro rata price on the date of conclusion of the Deal, which will occur upon completion of the conditions set forth in the Agreement.
The proportional portion of the price to be paid to minority shareholders (representing up to 1.5% of the total share capital) will be made available to them at the time of the acquisition under the corporate operation subsequent to the conclusion of the Deal.
The price will be adjusted by the positive or negative equity change in BAC Florida's Tangible Shareholders' Equity as of 12.31.2018.
f. Conditions precedent and subsequent to which the deal is subject
The conclusion of the Deal is subject to the following main conditions:
1. approval of the operation by Bradesco shareholders;
2. acquisition by the Sellers of the largest possible number of shares currently held by minority shareholders of BAC Florida, so that, upon conclusion of the Deal, the Sellers deliver to Bradesco 99.5% of the common shares and, at least, 80% of the preferred shares representing the capital of BAC Florida; and
3. approval by the following regulatory authorities:
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a. Brazilian Central Bank;
b. FED - Board of Governors of the Federal Reserve System (US federal regulator);
c. FDIC - Federal Deposit Insurance Corporation (deposit guarantor);
d. OFR - Florida Office of Financial Regulation (regulator in Florida); and
e. FINRA - Financial Industry Regulatory Authority (securities broker regulator – BAC Florida Investments).
g. Summary of Sellers’ Representations and Warranties
The Sellers have provided Bradesco with representations and warranties customary for deals of a similar nature as this, especially regarding: (a) authorization, powers and absence of conflicts to implement the Deal; (b) ownership of the shares of BAC Florida and the shares of the subsidiaries and no liens on such shares; (c) existence, organization and constitution of BAC and its subsidiaries, including with respect to authorizations required to carry out its activities and implement the Deal; (d) financial statements; (e) conducting activities as usual; (f) compliance with laws and statutory provisions, including anti-corruption, economic sanctions and money laundering laws; (g) intellectual property; (h) disputes; (i) loan agreements and transactions; (j) tax aspects; and (k) labor aspects.
h. Buyer Compensation Rules
The Sellers shall indemnify Bradesco and BAC Florida and hold them harmless from any losses according to the Agreement, including the ones derived from: (i) tax aspects; (ii) breach of representations and warranties; (iii) breach of contract; and (iv) other losses arising from contingencies described in the Agreement.
According to the Company’s Management, the compensation rules are sufficient and adequate for the Deal and are in accordance with market practices.
i. Government Approvals Required
The Deal is subject to approval by the following bodies:
a. Brazilian Central Bank;
b. FED - Board of Governors of the Federal Reserve System (US federal regulator);
c. FDIC - Federal Deposit Insurance Corporation (deposit guarantor);
d. OFR - Florida Office of Financial Regulation (regulator in Florida); and
e. FINRA - Financial Industry Regulatory Authority (securities broker regulator – BAC Florida Investments).
j. Guarantees granted
In addition to the representations and warranties described in item 4 (g), part of the price to be paid by Bradesco to the Sellers shall be retained in an escrow (guaranteed) account to cover any indemnification obligations of the Sellers. Insurance was purchased with coverage to indemnify Bradesco from tax issues and not disclosed by the Sellers.
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5. Describe the purpose of the deal
The acquisition of BAC Florida will allow Bradesco to expand its activities and operations with high-income and private customers intending to invest in the US, with the possibility of offering a wide range of products and services to such customers. The operation will also allow new customers to be added to Bradesco’s portfolio, given the large number of Brazilians residing in the US who may become Bradesco group customers in that location. This transaction will also provide Bradesco with the opportunity to expand business related to corporate and institutional clients.
6. Provide analysis of the benefits, costs and risks of the deal
Benefits: The Deal will provide expansion of financial services and products to Bradesco’s private and high-income customers through access to a full international platform for banking products, including investments, real estate credit, credit card, checking account services and investment advisory. In addition to these benefits, with the acquisition, Bradesco will expand its service offerings to multinational customers operating in the US and Latin America and will be able, through digital banking, to serve Brazilian customers living in the USA.
In addition to the US gains, with the acquisition Bradesco will expand its US and Latin American customer base for investments in banking products offered in Brazil.
Additionally, with the acquisition of BAC Florida, Bradesco will benefit from BAC Florida’s know-how, expertise and tradition in conducting business and operations in the US, which will generate, together with other elements of the operation, great synergy with Bradesco.
Costs: Fees for attorneys, financial advisors and consultants are estimated at R$36.2 million.
Risks: Risks are those inherent in the financial sector, as well as risks related to macroeconomic factors in the US. Still, there is a risk that regulators will not approve the Deal.
7. State what costs will be incurred by the company if the deal is not approved
There will be an additional cost to that provided for in item 6 above up to US$ 30 million if the Deal is not closed within 18 months of the signing of the Agreement (5.5.2019).
8. Describe the sources of funds for the deal
The value of the Deal will be paid with Bradesco’s own funds.
9. Describe the managers’ plans for the company whose control was or will be acquired
Bradesco intends to maintain the management of BAC Florida and conduct its business in the same way it has been operating, with the objective of expanding the offer of banking products and services in the US, including by adding new customers, especially Brazilian customers.
Once the Deal is concluded, Bradesco will control BAC Florida and its subsidiaries, pursuant to Article 116 of Law No. 6.404/76, by exercising the voting right corresponding to the equity interest acquired under the Deal, without any forecast or need to enter into a shareholders’ agreement.
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10. Provide a justified statement of the directors recommending approval of the deal
The Company’s management recommends the approval of the operation since, upon its implementation, Bradesco will take over all operations of BAC Florida Bank and, as such, will be able to expand the US investment offer to its high-income (Prime) and Private Bank customers, as well as offering other banking services in the US market, such as checking account, credit card and real estate financing. This transaction will also provide Bradesco with the opportunity to expand business related to corporate and institutional clients.
11. Describe any existing, even if indirect, relationship between:
a. Any of the sellers or the company whose control has been or will be disposed of; and
Not applicable.
b. Parties related to the company, as defined by the accounting rules that deal with this subject.
Not applicable.
12. Inform details of any business conducted in the last two (2) years by parties related to the company, as defined by the accounting rules dealing with this matter, with equity interests or other securities or debt securities of the company whose control was or will be acquired
In the last two (2) years, no deals by Bradesco-related parties have been conducted with equity interests or other securities or bonds issued by BAC Florida.
13. Provide a copy of all studies and appraisal reports, prepared by the Company or by third parties, which subsidized the negotiation of the acquisition price
The Appraisal Reports prepared by PwC are part of the information made available to the shareholders, and are being disclosed, on this date, on the website of CVM (www.cvm.gov.br), in the category “Economic-Financial Data” - “Appraisal Report”; and on Bradesco’s website (www.bradesco.com.br/ri - Corporate Governance - Shareholders - Appraisal Report concerning the Special Shareholders’ Meeting of August 30, 2019, at 10:20am), pursuant to Official Letter-Circular/CVM/SEP/No. 03/2019. Mentioned Appraisal Reports were prepared solely for the purpose of ensuring the utmost transparency to the shareholders regarding (i) the value of BAC Florida; and (ii) the reasons why the provisions of Article 256 of Law No. 6,404/76 are not applicable to the acquisition of 100% of the share capital of BAC Florida.
14. In relation to third parties who have prepared studies or appraisal reports
a. Enter name
PricewaterhouseCoopers Serviços Profissionais Ltda.
b. Describe qualification
PwC operates as an international network of separate and independent firms that work seamlessly in providing tax, corporate and audit advisory services. The firms that make up the global network are present in 158 countries and bring together over 250,000 employees and partners worldwide.
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c. Describe how they were selected
PwC’s selection was based on its extensive experience and technical ability in preparing similar reports.
d. State if they are parties related to the company, as defined by the accounting rules that deal with this subject
PwC is not related to Bradesco.
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Exhibit 21 - required by Article 21 of CVM Instruction No. 481, of December 17, 2009
Appraiser Information
1. List the appraisers recommended by the management
PricewaterhouseCoopers Serviços Profissionais Ltda. (“PwC”).
2. Describe the qualification of the recommended appraisers
PwC operates as an international network of separate and independent firms that work seamlessly in providing tax, corporate and audit advisory services. The firms that make up the global network are present in 158 countries and bring together over 250,000 employees and partners worldwide.
3. Provide a copy of work proposals and compensation of the recommended appraisers
In order to see the PwC proposals, please check the websites of Bradesco (banco.bradesco/ri), B3 S.A. - Brasil, Bolsa, Balcão (http://www.b3.com.br/pt_br/produtos-e-servicos/negociacao/renda-variavel/empresas-listadas.htm) and of CVM (http://cvmweb.cvm.gov.br/SWB/Sistemas/SCW/CPublica/CiaAb/FormBuscaCiaAb.aspx?TipoConsult=c).
4. Describe any material relationship in place within the last three (3) years between the recommended appraisers and parties related to the company, as defined by the accounting rules that address this matter
PwC is not a related party to Bradesco and there has been no material relationship in the last three (3) years.
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By this proxy instrument, [NAME OF SHAREHOLDER], [NATIONALITY], [MARITAL STATUS], [PROFESSION], ID No. ........................ /[ISSUER], Individual Taxpayers’ No. ............................, with address at [FULL ADDRESS], appoints as its proxy Mr. [NAME OF PROXY], [NATIONALITY] [MARITAL STATUS], [PROFESSION], ID No. ........................ /[ISSUER] Individual Taxpayers’ No. ..........................., with address at [FULL ADDRESS], with specific powers to represent him, as shareholder of Banco Bradesco S.A. (BRADESCO), at the Special Shareholders’ Meeting of the Company to be held on August 30, 2019, at 10:20am, at the head office, Núcleo Cidade de Deus, Vila Yara, Osasco, SP, Salão Nobre, 5º andar, Prédio Vermelho, exercising voting rights as holder of common shares issued by said BRADESCO, with the power to submit proposals, examine, discuss and vote on the matters that will be submitted to the resolution of the said Meeting. The proxy hereby appointed may also sign minutes, books, papers, terms and more, as necessary, for the proper and faithful fulfillment of this proxy and shall exercise the powers granted to them, observing the limits imposed by the legislation in force and the agenda of the matters listed in the call notice, in accordance with the guidance below:
1) to ratify the decision to acquire one hundred percent (100%) of the share capital of BAC Florida Bank; and
☐ in favor ☐ against ☐ abstain
2) to ratify the appointment of PricewaterhouseCoopers Serviços Profissionais Ltda., hired by the management to prepare the Appraisal Reports of BAC Florida Bank.
☐ in favor ☐ against ☐ abstain
[City, State] ............ ........., 2019
_______________________________
[shareholder name]
(notarized signature)
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|
BANCO BRADESCO S.A. | ||
|
By: |
/S/Leandro de Miranda Araujo
| |
| Leandro de Miranda Araujo Executive Deputy Officer and Investor Relations Officer. | ||
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.