Exhibit A
BANCOLOMBIA, CONAVI AND CORFINSURA MERGER
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This exchange offer or business combination is made for the securities of a
foreign company. The offer is subject to disclosure requirements of a foreign
country that are different from those of the United States. Financial statements
included in the document, if any, have been prepared in accordance with foreign
accounting standards that may not be comparable to the financial statements of
United States companies.
It may be difficult for you to enforce your rights and any claim you may have
arising under the federal securities laws, since the issuer is located in a
foreign country, and some or all of its officers and directors may be residents
of a foreign country. You may not be able to xxx a foreign company or its
officers or directors in a foreign court for violations of the U.S. securities
laws. It may be difficult to compel a foreign company and its affiliates to
subject themselves to a U.S. court's judgment.
You should be aware that the issuer may purchase securities otherwise than under
the exchange offer, such as in open market or privately negotiated purchases.
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In accordance with Resolution 571 of July 14, 2005, issued by the
Superintendency of Securities (Superintendencia de Valores), BANCOLOMBIA and
CORFINSURA hereby disclose certain aspects of the spin-off process of CORFINSURA
and the subsequent merger of BANCOLOMBIA, CONAVI and CORFINSURA (post spin-off).
TIMELINE OF SPIN-OFF AND MERGER:
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As previously disclosed, CORFINSURA expects to formalize its partial spin-off on
July 29, 2005, and the merger of BANCOLOMBIA, CONAVI and CORFINSURA (post
spin-off) is expected to be formalized on the following day, July 30, 2005.
Also in accordance with Resolution 571, trading of CORFINSURA shares on the
Colombian Stock Exchange (Bolsa de Valores de Colombia) will be suspended
beginning on the fifth business day before the date of the spin-off.
Consequently, trading of CORFINSURA shares will be suspended on the Colombian
Stock Exchange starting July 22, 2005.
Considering that the merger will take place on the day following the spin-off,
trading of CORFINSURA shares will not be resumed once trading of those
CORFINSURA shares is suspended on the Colombian Stock Exchange, because
CORFINSURA will dissolve without being liquidated by virtue of the merger.
The business day following the merger, August 1, 2005, will xxxx the beginning
of the three-month period established for the exchange of shares as a result of
the merger. In accordance with the Merger Agreement approved at the General
Shareholders Meetings of BANCOLOMBIA, CONAVI and CORFINSURA, shareholders of
CONAVI and CORFINSURA will have a period of three months, counted from the first
business day following the merger (August 1, 2005), to go to the offices of
BANCOLOMBIA and FIDUCOLOMBIA, which are listed at the end of this document, to
request the class of shares of BANCOLOMBIA (common or preference) that they wish
to receive in the exchange and decide on how to dispose of any resulting
fractional shares of
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BANCOLOMBIA. Once this term expires, BANCOLOMBIA will carry out the exchange of
the remaining shares, as explained below.
The suspension of trading of CONFINSURA shares on the Colombian Stock Exchange,
which begins five business days before the spin-off date, will allow sufficient
time to determine with certainty the shareholders of CONFINSURA that will have
the right to receive shares of CORFINVERSIONES, the remaining spun-off entity of
CORFINSURA, by virtue of the spin-off and of BANCOLOMBIA by virtue of the
merger. This period will be sufficient to complete accounting operations
registered on the last day of trading of CONFINSURA shares on the Colombian
Stock Exchange (T+6) and will also be sufficient for the Colombian Stock
Exchange and DECEVAL to deliver to CONFINSURA the information that will allow it
to reflect the registry of shares of CORFINSURA as of the dates of the spin-off
and the merger.
[GRAPHIC OMITTED]
A CONVERSION OF CORFINSURA PRIVILEGED SHARES:
In accordance with the decisions adopted by the General Shareholders Meeting of
CORFINSURA, which took place on March 28, 2005, all privileged shares of
CORFINSURA were converted to common shares of CORFINSURA at a ratio of 1:1 on
June 1, 2005.
Consequently, beginning on that date, the number of CORFINSURA common shares in
circulation increased from 128,823,359 to 144,258,756. Dividends payable from
that date forward would be the same for all shares of CORFINSURA.
B) PARTIAL SPIN-OFF OF CORFINSURA:
In accordance with the spin-off project approved in the General Shareholders
Meeting of CORFINSURA:
o CORFINSURA will spin-off part of its assets, liabilities and shareholders
equity, to constitute a non-banking company name CORFINVERSIONES
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o The shareholders that appear in the registry of shares of CORFINSURA at
the time of the spin-off will have the right to receive shares of
CORFINVERSIONES, at a ratio of 1:1
o As a result of the spin-off, the nominal value of CORFINSURA shares will go
from $300.00 to $299.00
o The nominal value of CORFINVERSIONES shares will be $1.00, and
o CORFINVERSIONES share certificates will not be issued. The shares will
be registered in book-entry accounts at the National Registry of
Securities and Intermediaries (Registro Nacional de Valores e
Intermediarios) and will be traded on the Colombian Stock Exchange.
Under Resolution 571 of July 14, 2005, the Superintendency of Securities
(Superintendencia de Valores) provides CORFINVERSIONES a maximum of 10 business
days, starting from the date of the spin-off, to allocate to the shareholders of
the new company the shares that they are entitled to as a result of the
spin-off. The same resolution establishes that trading of CORFINVERSIONES shares
may begin following that ten-day term.
B.1) Installment Operations:
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In relation to installment trades of shares of CORFINSURA that are registered
before the date of the spin-off and scheduled to take effect after that date,
the person who appears as the owner of the shares on CORFINSURA's registry of
shares will be the seller. For this reason, the seller will have the right to
receive CORFINVERSIONES shares that are issued as a result of the spin off.
Notwithstanding the above, in accordance with Article 3.5.2.3.6 of the General
Regulations of the Colombian Stock Exchange (Reglamento General de la Bolsa de
Valores de Colombia S.A.), on the day the installment trades take effect, it
will be the responsibility of the broker-dealer of the seller to deliver the
corresponding shares of CORFINVERSIONES to the buyer.
B.2) Repo Operations:
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In accordance with Article 3.5.4.3.1 of the General Regulations of the Colombian
Stock Exchange (Reglamento General de la Bolsa de Valores de Colombia S.A.), in
relation to REPO operations (registered on CORFINSURA shares) that reach their
term after the spin-off, CORFINVERSIONES shares issued as a result of the
spin-off will belong to the initial seller, which will diminish the value of the
guaranty that the initial seller granted in the form of a REPO.
This weakening of the guaranty provided through the REPO operation requires
adjustment in accordance with the related instructions set forth by the
Colombian Stock Exchange.
B.3) Seized or Pledged Shares:
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In relation to the CORFINSURA shares that are seized, pledged or encumbered by
claims of a third party or burdened with any other lien at the time of the
spin-off, the corresponding lien, encumbrance, seizure, claim or pledge will be
registered on the CORFINVERSIONES shares that are issued in relation to those
CORFINSURA shares.
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C. MERGER OF CONAVI AND CORFINSURA WITH AND INTO BANCOLOMBIA
In accordance with the Merger Agreement signed by BANCOLOMBIA, CONAVI and
CORFINSURA and approved by their respective General Shareholders Meetings:
o The merger will be consummated once the partial spin-off of CORFINSURA
takes place;
o Beginning on the first business day following the Merger, through the
execution of the corresponding public deed, and during the three months
following that business day, shareholders of CONAVI and CORFINSURA will be
able to choose the type of BANCOLOMBIA shares, common shares or preference
shares, that they shall receive in the exchange; and
o In relation to the CONAVI and CORFINSURA shares that do not result in one
whole share of BANCOLOMBIA:
- CONAVI shareholders will be able to trade among themselves the
fractional shares that result from the exchange calculations in order
to obtain a whole number of BANCOLOMBIA shares. At the same time,
CORFINSURA shareholders will be able to trade among themselves the
fractional shares that result from the exchange calculations in order
to obtain a whole number of BANCOLOMBIA shares.
- The value of any remaining fractional shares will be paid out in cash
to the shareholders according to the values derived in the independent
technical study by BNP Paribas S.A., which served as the basis for
establishing the applicable exchange ratios for the merger.
o In order to choose among these options, during the three-month period
discussed above, the shareholders of CONAVI and CORFINSURA may present
themselves at the offices of the fiduciary company FIDUCOLOMBIA S.A. or the
offices of BANCOLOMBIA designated for this purpose, fill out the
corresponding forms and deliver the respective certificates if the shares
are not book-entry shares registered through DECEVAL.
o Three months after the Merger, BANCOLOMBIA will complete the exchange of
remaining CONAVI and CORFINSURA shares, for which the registered holders
did not exercise the aforementioned options, for common shares as explained
below.
o From the day of the Merger, BANCOLOMBIA will continue to pay dividends
related to profits from 2004 declared for future payment, as approved by
the CONAVI and CORFINSURA General Shareholders Meetings, taking into
account the exchange relationship among the entities. The CONAVI and
CORFINSURA dividends that become payable after the day of the merger will
coincide with common share dividends of BANCOLOMBIA, once the exchange
takes effect. CONAVI and CORFINSURA will be required to transfer the
necessary sums to BANCOLOMBIA so that BANCOLOMBIA may fulfill its
obligations.
C.1) The Exchange Process:
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Following the procedures set forth in the Merger Agreement, beginning with the
first business day after the merger and during the subsequent three months, the
CONAVI and CORFINSURA shareholders will be able to exercise the proposed
options, as detailed below.
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Procedure established for the shareholders of CORFINSURA
1. The shareholder, either individually or through his representative or
proxy, will have to exercise the exchange of all of his CORFINSURA shares
in one act. Should he not provide the necessary documentation, or be unable
to make any of the necessary decisions, the process will be canceled until
the shareholder, or his representative or proxy, presents himself at one of
the designated offices with all the required documents and makes a
definitive decision on all issues under his consideration.
2. Authority--The shareholder, his representative or his proxy must identify
himself and certify the capacity under which he acts (with documentation of
identity, a certificate of existence and legal representation or any other
document that demonstrates his capacity as a legal representative, a loan
agreement that gives the creditor the ability to make decisions about
pledged shares, or a power of attorney that demonstrates his capacity as a
proxy).
For purposes of the exchange, any broker or dealer should act under a special
power of attorney from the shareholder that should refer to all of the shares of
the holder for which it intends to act, whether the shares of the holder be
represented by physical certificates or by book-entry registration through
DECEVAL, and whether there are other depositaries with respect to these shares
or not. A deposit agreement or administration agreement will not be accepted as
proof of authority to act with respect to the shares.
3. An agent of BANCOLOMBIA or FIDUCOLOMBIA will inform the shareholder or
whoever acts in his name of the number of shares in physical certificates
and/or book-entry registrations that appear under his name in the system.
4. Following the established exchange ratio, which is the same for both common
shares and preference shares of BANCOLOMBIA, the shareholder will receive
physical certificates representing the common or preference shares, at his
option, to which he is entitled as a result of the exchange for his
CORFINSURA shares represented by physical certificates, and at his option,
common or preference shares from BANCOLOMBIA deposited with DECEVAL for his
CORFINSURA shares that are deposited with DECEVAL at the time of the
exchange.
5. Any shareholder who so desires will be able to receive common or preference
shares from BANCOLOMBIA in book-entry form deposited with DECEVAL in
exchange for his CORFINSURA shares represented by physical certificates
when the exchange is effected through a broker or dealer, who will act as a
depositor of the shares and who shall, at the moment of exchange: (i)
supply the DECEVAL account number to which these shares should be
accredited and (ii) deliver the shares.
6. Under no circumstances will any physical certificates representing common
or preference shares of BANCOLOMBIA be given in exchange for book-entry
CORFINSURA shares.
7. In the case where a shareholder holds both physical certificates and
book-entry form shares of CORFINSURA (currently 114 shareholders are in
this situation), the exchange will first be realized with respect to the
book-entry shares deposited with DECEVAL and, thereafter, with respect to
the shares represented by physical certificates.
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8. In accordance with the above, the shareholder or his representative should:
a. Submit physical certificates representing undeposited shares.
b. Decide which type of book-entry BANCOLOMBIA shares (common or
preference shares) are desired in exchange for book-entry CORFINSURA
shares.
c. Decide which type of physical certificate BANCOLOMBIA shares he desires
in exchange for CORFINSURA shares represented by physical certificates
(maintaining the option to receive deposited shares in accordance with
subsection 5, above).
d. Provide instructions regarding the dividend payment by BANCOLOMBIA.
e. Dispose of any resulting fractional shares in the following manner: (i)
By requesting to transfer all or a part of the fractional shares held
to one or more CORFINSURA shareholders, (ii) by requesting that the
fractional shares be paid out with the next dividend payment or (iii)
by requesting a cash payment.
9. In accordance with the proposal approved at BANCOLOMBIA's General
Shareholders Meeting regarding the issuance of stock required to realize
the exchange for the merger, BANCOLOMBIA will proceed to issue and deliver
to the shareholder the number of common or preference shares to which he is
entitled under the exchange. This number will be issued in his name within
10 business days from the time his request was made.
o The resulting common or preference shares of
BANCOLOMBIA represented by physical certificates can
be claimed by the shareholder in the same office
where the exchange was requested from the tenth
business day after the request forward.
o The resulting common or preference shares of
BANCOLOMBIA deposited with DECEVAL will be credited
to the shareholder's DECEVAL account within 10
business days following the day the exchange request
was made.
FIDUCOLOMBIA will daily provide DECEVAL with information relative to exchanges
of book-entry shares that occur each day and, subsequently, the corresponding
support necessary to perform these operations.
Procedure established for the shareholders of CONAVI
CONAVI has a small number of shareholders. No CONAVI shares have been deposited
with DECEVAL and none are traded on the Colombian Stock Exchange.
The exchange by shareholders of CONAVI will be performed through FIDUCOLOMBIA,
in the same manner indicated for the CORFINSURA shareholders, except in relation
to book-entry shares of CORFINSURA deposited with DECEVAL.
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C.2) Exchange of Remaining Shares:
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In accordance with the Merger Agreement signed by BANCOLOMBIA, CONAVI and
CORFINSURA, three (3) months after the formalization of the merger, BANCOLOMBIA
will exchange the CONAVI and CORFINSURA shares whose registered holders did not
participate in the exchange for common shares. To do so, BANCOLOMBIA:
(a) Will create physical certificates representing BANCOLOMBIA common
shares to which these shareholders are entitled in exchange for their
shares of CONAVI and CONFISURA represented by physical certificates and
will enter these exchanges in the respective company's ledger,
(b) Will instruct DECEVAL to record the BANCOLOMBIA common shares to which
shareholders that appear as registered holders of book-entry shares of
CORFINSURA are entitled in the accounts of those shareholders, and
(c) Will make available an amount of cash corresponding to the value of the
remainder of any CONAVI shares and/or CORFINSURA shares that do not
amount to the equivalent value of one whole BANCOLOMBIA share to
shareholders in the designated BANCOLOMBIA offices.
C.3) Installment Operations:
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With regard to installment trades of CORFINSURA shares registered prior to the
formalization of the merger and completed after that date, the registered holder
in CORFINSURA's stockholder registry will be the seller. Therefore, the seller
will have the right to participate in the exchange, receive any shares issued as
a result of the merger and dispose of any resulting fractional shares.
Notwithstanding the above, in accordance with Article 3.5.2.3.6 of the General
Regulations of the Colombian Stock Exchange (Reglamento General de la Bolsa de
Valores de Colombia S.A.), on the day the installment trades take effect, it
will be the responsibility of the broker-dealer of the seller to deliver the
corresponding shares of BANCOLOMBIA and the value of any resulting fractional
shares to the buyer.
Upon completion of the merger, to determine the value of the shares subject to
each installment trade, the Colombian Stock Exchange will consider the price of
the shares subject to each installment trade to be the lesser value of the
resulting amount of either BANCOLOMBIA common shares or BANCOLOMBIA preference
shares obtained when CORFINSURA shares are converted in accordance with the
exchange ratio established for the merger.
C.4) REPO Operations:
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With regards to REPO operations that are registered for shares of CORFINSURA and
mature after the completion of the merger, taking into account that the maximum
period between registration of shares for REPO operations and the repurchase
date of those shares is 90 calendar days and, as a result, all REPO terms will
terminate before the end of the three months during which the exchange can be
consummated, operations will proceed in the following manner:
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o Upon completion of the merger, to determine the value of the shares
subject to each REPO operation, the Colombian Stock Exchange will
consider the price of the shares subject to each REPO operation to be
the lesser value of the resulting amount of either BANCOLOMBIA common
shares or BANCOLOMBIA preference shares obtained when CORFINSURA shares
are converted in accordance with the exchange ratio established for the
merger.
o Shares of CORFINSURA subject to REPO operations will not be permitted
to participate in the exchange before the expiration of the applicable
REPO term.
o FIDUCOLOMBIA will receive instructions relating to the exchange of
these shares and how to dispose of any fractional shares from the
initial seller.
o At the end of the REPO term, DECEVAL will inform FIDUCOLOMBIA that the
repurchase operation has been successfully completed.
o FIDUCOLOMBIA will take steps towards finalizing the exchange and
disposing of any fractional shares according to the instructions of the
initial seller (if any).
o The repurchase will be registered with the shares of BANCOLOMBIA that
result from the exchange.
o If the shares are not repurchased by the initial seller, the buyer
should exchange the shares before entering into any trade of these
shares on the Colombian Stock Exchange.
C.5) Seized or Pledged Shares:
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In relation to CORFINSURA or CONAVI shares that are currently seized, pledged or
encumbered by claims of a third party or any other lien at the moment of the
merger, the corresponding lien, encumbrance, seizure, claim or pledge will be
registered with respect to the BANCOLOMBIA shares that are issued in exchange
for the same.
With regard to the exchange of shares that have been seized, instructions will
be received from the registered holder of the shares.
With regard to the exchange of pledged shares, BANCOLOMBIA will need to review
the loan agreement to determine whether the shareholder or the creditor is
authorized to decide which type of shares should be received upon exchange, as
only instructions received from the person who is authorized in the loan
agreement to make such decisions shall be followed.
D. TITLES OFFERED AS A GUARANTY FOR INSTALLMENT TRADES AND REPO OPERATIONS
REGISTERED ON CORFINSURA SHARES
The Colombian Stock Exchange will require the replacement of the securities
offered as collateral for installment trades and REPO operations on CORFINSURA
shares upon completion of the merger in accordance with article 3.5.2.2.7 of the
regulations of the Colombian Stock Exchange.
E. TRADING OPERATIONS FOR CORFINSURA SHARES NOT LISTED ON THE STOCK EXCHANGE
With regards to the transactions covered by the Superintendency of Securities
External Circular 7 of 1998 that are made with respect to shares of CORFINSURA,
the following actions shall be taken:
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(i) Sale and donation of shares: With regard to the sale or donation of
shares of CORFINSURA related to trades of which the relevant issuer is
notified before the spin-off and merger, the corresponding change in
ownership shall be recorded in the share registries of CORFINSURA and
CORFINVERSIONES. The new holder will have the right to submit the shares
for exchange.
After the spin-off and merger, no request for the update of the share registry
of CORFINSURA shares will be permitted. Any voluntary transfer of shares must
relate to the shares of CORFINVERSIONES or BANCOLOMBIA.
(ii) Transactions that are not sales or donation of shares: Transfers of
which the issuer is notified relating to transactions other than sales
or donations of shares (whether through inheritance, judicial orders,
mergers, spin-offs, dissolution of assets and liabilities, division of
marital assets and/or commercial liquidation) prior to the completion of
the merger and during the three-month term established for the exchange
will be recorded in the share registries of CORFINSURA and
CORFINVERSIONES.
Upon completion of the exchange period established for the merger, any such
transfers of which the issuer is notified will be understood to refer to the
corresponding common shares of BANCOLOMBIA in relation to the exchange and to
the corresponding shares of CORFINVERSIONES in relation to the spin-off.
F. DEFINITIVE CANCELLATION OF THE ISIN DESIGNATED FOR THE CORFINSURA SHARES
As soon as the exchange of shares has been completed, DECEVAL will be instructed
to terminate the ISIN relating to the common shares of CORFINSURA.
Although the trade of CORFINSURA shares will not be permitted once the merger is
formalized, it is necessary to maintain the ISIN for the CONFINSURA shares and
update the register for those shares during the three-month period established
for the exchange and through its completion, because the register will be used
by DECEVAL to register the corresponding book-entry shares of BANCOLOMBIA that
relate to the exchange in each of the accounts credited to the respective
beneficial holder.
Additionally, note that the title holders of CORFINSURA's shares shown in this
registry may vary after the completion of the spin-off and merger, in the case
of transactions referred to in External Circular 7 of 1998 by the
Superintendency of Securities and stock market transactions completed in the
period between the formalization of the merger and the end of the three-month
period established for the exchange.
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G. OFFICES OF FIDUCOLOMBIA AND BANCOLOMBIA DESIGNATED FOR EXCHANGING SHARES
The shareholders of CORFINSURA can effect the exchange in any of FIDUCOLOMBIA's
offices throughout the country or in BANCOLOMBIA's branches listed below.
BANCOLOMBIA BRANCHES CITY
Antiguo Contry Bogota
Astrocentro Cali
Avenida Bolovariana Medellin
Avenida Santander Manizales
Avenida el Poblado Medellin
Barrio Ricaurta Bogota
Bucaramanga Bucaramanga
Calasanz Medellin
Cali Cali
Calle Nueva Medellin
Carabobo Medellin
Carrera Octava Bogota
Carrera Primera Cali
Cartagena Cartagena
Centro Coltejer Medellin
Centro Internacional Bogota
Ecopetrol Bogota
Envigado Envigado
Grancentro Barranquilla
Isla Xxxxx Xxxxxxxx
Itagui Itagui
Laureles Xxxxxxxx
Xxxx Bogota
Oviedo Xxxxxxxx
Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
Slitre Bogota
Santa Xxxxx Santa Xxxxx
Unicentro Bogota Bogota
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