April 7, 2011
To the
Buenos Aires Stock Exchange
Re.: Notice of Relevant Fact – Banco do Brasil S.A.
announces public tender offer for the acquisition of Banco
Patagonia S.A.'s stock in Argentina.
Dear Sirs,
We are pleased to inform that Banco do Brasil S.A. announced earlier today that it will
make an obligatory public tender offer in accordance with regulations in force in the Republic
of Argentina (the "PTO") for the acquisition of all of Banco Patagonia S.A.'s shares that are not
held by Banco do Brasil S.A. at present. By virtue of agreements in force that were signed with
shareholders Jorge Guillermo Stuart Milne, Ricardo Alberto Stuart Milne and Emilio Carlos
González Moreno, these shareholders will not take part in the PTO and will keep their stock
holdings, representing 10.58% of Banco Patagonia's capital stock. Therefore, the PTO will
actually be made on 38.42% of the corporate capital. A copy of the Notice of PTO published by
Banco do Brasil S.A. is attached.
Yours very truly,
_____________________
Guillermo F. Pedró
Head of Market Relationships
Banco Patagonia S.A.
Authorization to make this public tender offer will be requested to the Securities Commission of the
Republic of Argentina ("CNV") in accordance with legislation in force within TEN (10) days;
therefore, such authorization has not been granted yet. Information included in this notice is subject to
change and amendments and should not be taken as final.
NOTICE OF PUBLIC TENDER OFFER
BANCO DO BRASIL S.A.
announces an
Obligatory Public Tender Offer
on
Banco Patagonia S.A.
Class "A" and "B" Common Shares
Banco do Brasil S.A. ("Banco do Brasil" or the "Offeror") does hereby announce that it will submit an
obligatory public tender offer (the "Tender Offer") for the acquisition of all outstanding Class "A" and
"B" common, book-entry shares of one peso (ARS 1) face value each, entitling the holder to one vote per
share, issued by Banco Patagonia S.A. ("Banco Patagonia" or the "Target Company") that are not held
by the Offeror, pursuant to the terms and conditions that will be established in the prospectus to be duly
published (the "Prospectus") and in the other documents making part of the Tender Offer.
1. Background and Purpose of the Tender Offer.
Banco do Brasil is a business company incorporated under the laws of the Federative Republic of Brazil,
with domicile at Setor Bancário Sul – Quadra 1 – Bloco C – Lote 32 – Edificio Sede III, 24th floor, ZIP
Code (CEP) 70073-901, Brasilia (DF), Brazil, registered with the Public Registry of Commerce of the
City of Buenos Aires, Argentina, in accordance with the provisions of section 118, Act No. 19.550 on
Business Companies, dated April 22, 1959, under number 14, Page 65, Book 50, Volume B of Foreign
By-laws.
Banco Patagonia is a financial institution domiciled at Teniente General J.D. Perón 500, City of Buenos
Aires, Republic of Argentina, and has adhered to the Optional Statutory Regime on Obligatory Public
Tender Offer pursuant to the provisions of section 24 of the Exhibit to Decree No. 677/2001. This Tender
Offer is submitted in order that Banco do Brasil may comply with the provisions established in the
Exhibit to the above-mentioned decree, section 23, and in Chapter XXVII of the CNV regulations on
obligatory public tender offers based on takeover and acquisition of a "significant interest", in relation to
the Stock Purchase Agreement made on April 21, 2010 (the "Purchase Agreement"), by virtue of which
Banco do Brasil agreed to acquire, as of the closing date, 51% of Banco Patagonia's outstanding corporate
capital and votes, i.e., 366,825,016 class "B" common shares held by Messrs. Jorge Guillermo Stuart
Milne, Ricardo Alberto Stuart Milne and Emilio Carlos González Moreno (the "Sellers"), subject to
compliance with certain conditions. To date these conditions has been met, and Banco do Brasil and the
Sellers agreed that the closing date of the Purchase Agreement and the transfer of shares in favor of
Banco do Brasil will take place on April 12, 2011.
In compliance with regulations in force, the Tender Offer will be submitted on all classes of outstanding
shares issued by Banco Patagonia that are not owned by Banco do Brasil. However, by virtue of the
provisions included in the Purchase Agreement, the Sellers will not take part in the Tender Offer and will
maintain their shares, representing 10.58% of Banco Patagonia corporate capital and, therefore, the
Tender Offer will actually be submitted on 38.42% of Banco Patagonia corporate capital and votes.
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In the Purchase Agreement, Banco do Brasil and the Sellers agreed on a "joint purchase scheme" of the
shares that are the purpose of the Tender Offer, consisting in Banco do Brasil promoting the Tender Offer
on its own behalf and on the shares to be acquired by Banco do Brasil in the Tender Offer and
immediately selling to the Sellers a given number of shares, if any, in accordance to said scheme, until the
Sellers reach a total maximum holding of 25% of Banco Patagonia outstanding corporate capital and
votes, including, for the purposes of this calculation, their present holdings, plus any others they may
acquire under this scheme.
Furthermore, it is hereby informed that Banco do Brasil and the Sellers shall sign a Shareholders'
Agreement on the closing date of the Purchase Agreement, whereby, among other provisions, certain call
and put options (the "Options") will be granted to be exercised as from the third anniversary of such
closing date for the acquisition by Banco do Brasil of the above-mentioned holdings that the Sellers will
maintain in Banco Patagonia (i.e. (i) 10.58% of Banco Patagonia corporate capital and votes, to be
maintained at the time of closing of the Purchase Agreement, and (ii) the shares the Sellers may
eventually acquire as a result of the "joint purchase scheme" related to the Tender Offer), for the strike
price equivalent to the United States dollar price per share in the Tender Offer. The maximum number of
shares that may be the purpose of the Options is 25% of Banco Patagonia corporate capital and votes, to
the extent that all shareholders accept to sell their shares in the Tender Offer (that is, 10.58% of the
present holding plus 14.42% arising out of the Tender Offer).
After Banco do Brasil acquires the above-mentioned 51% of Banco Patagonia corporate capital and votes
on the closing date of the Purchase Agreement, Banco do Brasil will be Banco Patagonia's controlling
shareholder. Neither the Offer nor the "joint purchase scheme" agreed upon the parties will affect the
composition or configuration of Banco Patagonia's controlling group, which will remain vested on Banco
do Brasil.
Banco do Brasil's Board of Directors, in their meeting held on April 29, 2011, approved submission of the
Offer and stated that Banco do Brasil has enough economic resources as to pay the full Offer price to
shareholders that accept such price.
2. Offer Price.
Banco do Brasil and the Sellers agreed that the closing of the Purchase Agreement will take place on
April 12, 2011 and, therefore, upon confirmation of this fact, the Offer price per share will be USD
1.3140 (one U.S. dollar point three one four zero).
The Offer price per share will be determined on the closing date of the Purchase Agreement. Banco do
Brasil and the Sellers will agree in the Purchase Agreement that the Offer price will be equivalent to the
selling price that the Sellers will receive for the sale of 51% of Banco Patagonia's corporate capital and
votes to Banco do Brasil, i.e., USD 1.3076 per share, plus an upward adjustment on this price on the basis
of a coefficient equivalent to 0.5% per annum for the period extending from the Purchase Agreement
date, i.e., April 21, 2010, and the Agreement closing date.
As regards each selling shareholder, the Offer price in U.S. dollars will be payable in Argentina, duly
translated in Argentine pesos at the weighted average exchange rate obtained by the Offer Agent at the
time of settlement of the U.S. dollars to be remitted by the Offeror and negotiated at the Foreign
Exchange Single Free Market (MULC) in the amount that is necessary to pay the Offer price in U.S.
dollars to the selling shareholders. U.S. dollar settlements made as a result of the payment of the Offer
price in Argentine pesos will be made between the Offer Expiration Date and the Offer Settlement Date
and will establish the above-mentioned weighted average exchange rate. The "Offer Settlement Date"
will be three (3) business days after the Offer Expiration Date. The exchange slips of such U.S. dollar
settlements may be reviewed at the Offer Agent offices and, on the Offer Settlement Date, the Offer
Agent will publish a notice on the Buenos Aires Stock Exchange Journal informing the above-mentioned
weighted average exchange rate that was used for translation into Argentine pesos.
As regards the dividends corresponding to Banco Patagonia 2010 fiscal year ("2010 Dividends"), Banco
do Brasil and the Sellers established, in the Purchase Agreement, that the 2010 Dividends would be in
favor of Banco do Brasil. The parties furthermore agreed that, if the closing date of the Purchase
Agreement takes place after the Sellers have received the 2010 Dividends, Banco do Brasil may subtract
from the purchase price an amount equivalent to the amount received by the Sellers as 2010 Dividends.
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Therefore, it is hereby stated that in the event Banco do Brasil pays the Offer price after Banco Patagonia
has paid the 2010 Dividend to its shareholders, Banco do Brasil will subtract from the Offer price an
amount equivalent to the amount received as 2010 Dividends by the shareholders that accepted the Offer.
3. Conditions to the Offer.
The Offer is subject to the following conditions being satisfied:
(i) that the closing of the Purchase Agreement occurs, specially the transfer of 51% of Banco
Patagonia's outstanding capital and votes from the Sellers in favor of Banco do Brasil; and
(ii) that the CNV's authorization of the Offer is obtained and remains valid.
The Offer may be voluntary accepted by Banco Patagonia's shareholders and will be maintained whatever
the number of acceptances received.
4. Acceptance Terms and Conditions.
THE TERM TO ACCEPT THE OFFER, AS WELL AS THE PROCEDURE AND OTHER FINAL
TERMS AND CONDITIONS, WILL BE INFORMED THROUGH NOTICES PUBLISHED IN THIS
JOURNAL AND FULLY DISCLOSED IN THE OFFER PROSPECTUS, AFTER COMPLIANCE
WITH THE STEPS AND CONDITIONS FOR THE OFFER TO BE CONSIDERED AS FINAL.
5. Other Considerations.
This notice and the information contained herein are published for information purposes only and do not
constitute, and may not construed as, an offer to purchase any securities or as an invitation to transfer any
securities. The final terms and conditions of the Offer will be described in the Offer Prospectus and in any
other Offer Documents, after the necessary approvals and authorizations have been obtained, which will
be duly informed to shareholders.
City of Buenos Aires, April 7 2011.
___________
Global Coordinator and Reception Agent
Offer Agent
Banco Patagonia S.A.
Patagonia Valores S.A. Sociedad de Bolsa
(broker)
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