MetLife is offering to buy all shares, BBVA has agreed to sell the 64% of PVD they own for aprox US$92 per share
BBVA estimates that the total cash amount that the shareholders of the Company could be paid upon completion of this Agreement, taking into account the purchase price and the dividends that could be distributed, could amount to US$ 2,365 million (CLP 1,114,625 million for information
purposes), of which US$ 1,521 million would correspond to the BBVA's 64.3% interest in the Company.
It is anticipated that the closing of the transaction will take place in the second half of 2013 and that the BBVA's capital gain net of taxes arising from the transaction will amount to approximately € 500 million.
The total amount in cash that the shareholders of the Company could be paid, referred to above (US$ 2,365 million), breaks down as follows:
· The price agreed for a 100% interest in the Company, US$ 2 billion, plus a fixed amount for each day having elapsed between the date of the most recent Company month-end balance sheet
available prior to the commencement of the Tender Offer and the date of publication of the Tender Offer's results (as determined pursuant to the Agreement). BBVA estimates that this positive
adjustment may amount to approximately US$ 25 million. Taking into account such estimated adjustment, BBVA estimates that the total purchase price for a 100% interest in the Company would be US$ 2,025 million (CLP 954,383 million for information purposes). The purchase price corresponding to the 64.3% stake of AFP Provida directly and indirectly-held by BBVA would in such scenario amount to US$ 1,302 million.
· In addition to the purchase price, the Agreement permits AFP Provida, subject to the prior approval of the Company's governing bodies, to make the following dividends prior to the
commencement of the Tender Offer:
(i) an annual dividend in respect of 2012 financial year profits;
(ii) a dividend of cash generated from the January 9, 2013 sale of AFP Provida's former approximately 7.5% indirectly-held equity interest in Administradora de Fondos para el Retiro Bancomer, S.A. de C.V. (Mexico);
(iii) a dividend of cash generated from the expected sale of AFP Provida's approximately 15.87% indirectly-held equity interest in Administradora de Fondos de Pensiones Horizonte S.A. (Perú);
(iv) a dividend of certain excess cash amounts of the Company as calculated pursuant to the Agreement.
BBVA estimates that the sum of the aforementioned dividends, if made, could amount to approximately US$ 340 million.
The commencement of the Tender Offer and the subsequent closing of the transaction are subject, among other conditions, to receipt of regulatory approvals both in Chile and Ecuador.