The Canadian Imperial Banking Corporation (CIBC) has entered into a definitive
agreement with Barclays Bank to to acquire the latter's 43.7% stake in FirstCaribbean.
The deal, which is expected to be closed by the end of 2006, will see CIBC
pay US$1.62 for each FirstCaribbean share for a total price of approximately
US$1.08 billion. Once it is completed, CIBC will own 87.4% of FirstCaribbean,
with the remaining shares held by regional investors.
Under the definitive agreement, CIBC has the option of paying for the transaction
in cash, CIBC common shares, or a combination of cash and shares, the relative
proportions of which CIBC will determine before completion.
Promptly after the close of the transaction, CIBC will be required to make
a mandatory offer to all shareholders in FirstCaribbean. The mandatory offer
will also be at a price of $1.62 per share.
The parties have agreed to structure the transaction in two stages, with Barclays
selling 90% of its holding initially and CIBC potentially acquiring, at Barclays'
option, the balance in its subsequent mandatory tender offer.
CIBC will also pay an additional sum to Barclays, as well as the other shareholders
who tender their shares to this offer, to reflect dividends in respect of their
period of ownership prior to closing.
FirstCaribbean’s CEO, Charles Pink, commented: "FirstCaribbean continues
to believe that having a major global bank like CIBC as controlling shareholder
will be a very positive step for our company."
CIBC acquired its current ownership stake in FirstCaribbean in 2002, when its
Caribbean operations were merged with those of Barclays to form FirstCaribbean.
The bank created offers corporate, retail, international wealth management and capital
markets banking, and it is the largest, regionally-listed bank in the English-speaking
Caribbean, with assets of over US$9.5 billion and market capitalization of US$3.3
billion. The bank was named “Best Emerging Market Bank” by Global
Finance magazine of New York in 2004 and 2005.
Naguib Kheraj, Group Finance Director of Barclays PLC, added that the transaction
leaves FirstCaribbean "well positioned" for its future development.
“While the combination of Barclays and CIBC’s Caribbean retail
banking assets created value for all stakeholders, the future strategy of FirstCaribbean
is now best pursued with one controlling shareholder," he explained.