DocuSign Envelope ID: VAAC48A6-9F2C-4BE4-93B0-E1E14CC74114
Santiago, March 02, 2023
Mrs.
Solange Berstein Jáuregui
President
Financial Market Commission
Present
Ref.: Essential fact.
Dear Sir or Madam,
In accordance with the provisions of Articles 9 and 10 of Law No. 18,045 on
Securities Market and the provisions of Chapter 18-10 of the Digest
Updated Commission Rules for the Financial Market, and duly
I hereby inform you as an Essential Fact of Itaú Corpbanca (the “Bank”,
next:
The Bank learned of the intention of its controlling shareholder, Itaú
Unibanco Holding S.A. (“Itaú Unibanco”) – holder of approximately 65.62%
of the shares issued, subscribed and paid for by the Bank- to be realized, directly or
indirectly through its related companies, a public offering of
Voluntary acquisition of shares to acquire up to all the shares of the
Bank that is not owned by Itaú Unibanco (the “takeover bid”, representative of
approximately 34.38% of the Bank’s issued, subscribed and paid-up shares
as of this date, including those represented by American Depositary Shares
(“ADSs”), each representing 1,500 shares; the number of shares
The object of the takeover bid could be affected as a result of the reverse stock split agreed in
the Bank’s Extraordinary Shareholders’ Meeting of 19 January 2023 and
currently under analysis by the Commission for the Financial Market (“CME”).
Indeed, by virtue of a relevant fact (fato relevant) dated March 2 in
course, published by Itaú Unibanco (on its website)
https: //www.itau.com.br/relacoes-com-investidores/en/) exclusively for
for information purposes and without constituting a public offer to acquire securities,
Itaú Unibanco reported that, in a meeting of its board of directors held with the same
DocuSign Envelope ID: VAAC48A6-9F2C-4BE4-93B0-E1E14CC74114
Date, the hiring of consultants was approved for the start of work related to
the takeover bid. As reported by Itaú Unibanco:
(a) The takeover bid has not yet commenced and is expected to be made during the first
semester of the year 2023;
(b) The acquisition of the shares of the Bank subject to the tender offer shall be subject to the
compliance with the usual conditions for this type of operation,
including the authorization of the Central Bank of Brazil (BACEN) and the CME;
y
(c) The acquisition price to be offered in the tender offer will be $2 (two pesos, currency)
legal tender in Chile) per share, which represents, to date, an award of
approximately 10% of the weighted average price of
transactions of the Bank’s shares on the Santiago Stock Exchange
during the last 60 trading days. The referred price will be adjusted
to reflect any distribution agreement and/or dividend payments by
part of Itaú Corpbanca. In addition, the price per share may be adjusted to
Reflect the reverse stock split referred to above.
Yours sincerely yours,
DocuSigned by:
BB4E8BB5525941F.
Gabriel Amado de Moura
General Manager
Itaú Corpbanca
DocuSign Envelope ID: VAAC48A6-9F2C-4BE4-93B0-E1E14CC74114
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”), as the controlling stockholder, directly or indirectly
through its affiliates, of Itaú Corpbanca (a financial entity headquartered in Santiago, Chile), in which
it currently holds 65.62% of Itaú Corpbanca’s total and voting capital, hereby informs its stockholders
and the market in general that at the meeting of Itaú Unibanco’s Board of Directors held on this date,
Itaú Unibanco approved the engagement of advisors to initiate the work related to the intention of
making a voluntary tender offer for the acquisition by Itaú Unibanco oriits affiliates, of up to all of the
outstanding shares issued by Itaú Corpbanca (“Shares”), including those in the form of American
Depositary Shares, each of which represents 1,500 Shares (“ADSs”), ¡.e., Shares (including in the form
of ADSs) corresponding up to approximately 34.38% of Itaú Corpbanca’s total and voting capital. The
purchase price is going to be CLP 2.00 (two Chilean pesos) per Share which reflects, on this date, a
premium of approximately 10% over the average trading price per Share on the Santiago Stock
Exchange over the past 60 trade sessions. The purchase price will be adjusted to reflect the declaration
and/or payment of dividends by Itaú Corpbanca prior to the settlement of the offer. Due to the reverse
stock split approved by Itaú Corpbanca at its extraordinary stockholders’ meeting held on January 19,
2023, which is under review by the Comisión para el Mercado Financiero de Chile (“CMF”), the
purchase price per Share and/or ADS and the number of Shares/ADSs object of the offer may be
adjusted to account for the reverse stock split.
The tender offer described herein has not yet commenced. The tender offer is expected to be
conducted still in the first half of 2023 concurrently (i) in Chile, for all stockholders of Itaú Corpbanca;
and (ii) in the United States of America for all holders of ADSs and U.S. holders who hold Shares directly
in Itaú Corpbanca. The acquisition of the Shares shall be subject to compliance with customary
conditions for this type of transaction, including obtaining the applicable regulatory approvals from
the Central Bank of Brazil and CMF.
Itaú Unibanco will keep its stockholders and the market informed about the progress and
developments of this transaction as ¡it unfolds. We emphasize that the material fact disclosed is
exclusively informational purposes about the decision made on this date by the Board of Directors of
Itaú Unibanco and does not constitute a tender offer for the acquisition of any securities.
Sáo Paulo (State of Sáo Paulo), March 2, 2023.
RENATO LULIA JACOB
Group Head of Investor Relations and Market Intelligence
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=d7ac380cd668bda6a516fb25c483adbbVFdwQmVVMTZRWHBOUkVFMVRXcG5kMDFuUFQwPQ==&secuencia=-1&t=1682376108
