acquisition of banco fiat s.a. december 5 th, 2002
TRANSCRIPT
Acquisition of Banco FIAT S.A.
December 5th, 2002
2
Agenda
1. Atractiveness of the Business
2. Object of the Acquisition
3. Benefits for Itaú
4. Agreement with Fiat
5. Highlights
6. Price
7. Internal Rate of Return
8. Economic Financial Analysis
3
4,8 5,0
3,8
7,2
8,9
7,2
1997 1998 1999 2000 2001 2002 E
CAGR – 8.4%
R$ Billion
* Vehicles Financing and LeasingSource: ANEF (manufacturers’ related financial institutions only)
Atractiveness of the SectorAmounts issued in the year*Amounts issued in the year*
4
Atractiveness of the BusinessRetail Financing Products - Vehicles Retail Financing Products - Vehicles
18%24% 21% 19%
14% 12%
23% 15%27%
49%51% 55%
23% 22%12%
8%3% 3%
36% 39% 40%
24%32% 30%
0%
20%
40%
60%
80%
100%
1997 1998 1999 2000 2001 2002 E
Consortium Financing Leasing Cash Payment
Source: ANEF (manufacturers’ related financial institutions only)
5
Banco Fiat S.A.
Retail FinancingDealer and Supplier
Financing
Object of the AcquisitionCurrent Situation
Financing
Leasing
Consortium
6
Banco Fiat S.A.Banco Fidis de
Investimento S.A.
99.99%
Retail Financing
Financing
Leasing
Consortium
Dealer and Supplier Financing
Object of the AcquisitionSituation after the Acquisition
7
Benefits for Itaú
1. FIAT brand is the market leader in sales of new vehicles in Brazil;
2. Banco FIAT is the leader in the vehicles financing segment in Brasil, financing 40% of the total sales of the new FIAT vehicles;
3. A major boost to consortium activity, begun in September 2002 through Itauconsórcio;
4. Banco FIAT represents a platform for cross-selling opportunities, through the possibility of selling additional products and services to the Fiat brand customers;
5. High quality customers base, with low default ratios;
6. Banco FIAT is present in ALL FIAT´s dealer branches in Brazil, which enhances our relationship and enables us to provide our recognized expertise in technology and quality of additional services to the dealers and to the Fiat brand customers.
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Agreement with FIAT
Financing and leasing of new vehicles in all promotions organized by Fiat to the consumer market;
Sales of quotas in the consortium with the Fiat brand;
Supply of financial services to Banco Fiat S.A’s actual and future customers – cross-selling;
Fiat’s recommendation of Banco Fiat S.A. to its dealer network for the purposes of channeling vehicle finance business through the Bank’s intermediary.
• Exclusivity of Banco FIAT for the next 10 years in Brazil:
All the operations under FIAT
brand
• Use of the base of customers and dealers:
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R$ Million
Car Financing and Vehicle Leasing
Car Consortium
(1)Preliminary data for September 30, 2002, unaudited, for BBA and Banco Fiat S.A. (2)Includes the outstanding balance of operations effected by the branch network. (3)After eventual dividends distribution to the current shareholders of Banco Fiat S.A.
Highlights(1)
Contributions receivable - 952 952
N. of active consortium customers (Thousand)
- 93 93
Estimated market share - 11.7% 11.7%
Total Assets 119,805 3,231 123,036 2.7%
BIS Ratio (%) 18.4% 16.1%(3) 17.7% -0.7 perc.pt.
ITAÚ + BBA Banco Fiat TotalEvolution
Number of Employees 43,976 431 44,407 1,0%
2,891(2) 2,356 5,247 81.5%Amount
513 360 873 70.2%Quant. (Th.)
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Price
Fiat will indicate a member to Banco Fiat S.A.´s Board of Directors
Total Price: R$ 897 million
Goodwill: R$ 462 million
Goodwill: 1.06 X SE*
Strong Partnership = Greater Commercial Relationship
No capital increase (no
dilution for Itaú´s shareholders)
* Stockholders’ Equity
11
R$ Million
Internal Rate of Return
Stockholders’ EquityGoodwillTotal
435462897
Stockholders’ Equity Multiple 2.06Internal Rate of Return of the Transaction 20.55%
12
R$ Million
Stockholders’ Equity (acquisition)
Net income for the next 10 yearsValue of the business
Acquisition Value
435
2,197
2,632
1,298
897
Economic-Financial Analysis
Nominal Value
Present Value*
Gain considering the present value
for the next 10 years: R$ 401
million
Estimated Impact in the Earnings per Share: average
increase of 1.1% p.a. for the next 10 years
* Taken at the Interbank Rate net of tax effects
Acquisition of Banco FIAT S.A.
December 5th, 2002