CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1933
For the month of December 2006
BANCOLOMBIA S.A.
(Translation of Registrant's name into English)
Calle 50 No. 51-66
Medellin, Colombia
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
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(Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
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(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-______________.)
This Report on Form 6-K shall be incorporated by reference into the registrant's
registration statement on Form F-3 (File No. 001-32535).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BANCOLOMBIA S.A.
(Registrant)
Date: December 22, 2006 By /s/ JAIME ALBERTO VELASQUEZ B.
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Name: Jaime Alberto Velasquez B.
Title: Vice President of Finance
(GRUPO BANCOLOMBIA LOGO) (CIB LISTED NYSE LOGO)
BANCOLOMBIA ENTERS CENTRAL AMERICA BY ACQUIRING BANAGRICOLA
December 22, 2006
Transaction Will Position Bancolombia as an Important Player in Central America
Bancolombia announced today that it has reached a definitive agreement with a
group of controlling shareholders, to acquire its 52.9% controlling interest and
up to 100% of the outstanding shares of "Conglomerado Financiero Internacional
Banagricola S.A. ("Banagricola") and its subsidiaries for a total consideration
of COP$2,003,600 million (approximately US$900 million) in cash(1).
Bancolombia will acquire Banagricola through Bancolombia's wholly owned
subsidiary Bancolombia Panama. The transaction will include all of Banagricola's
subsidiaries, including the commercial and retail banking, insurance, pension
funds and brokerage activities.
Bancolombia Panama will conduct a tender offer for Banagricola's outstanding
common stock (18,865,000 shares) for approximately US$47 per share(2), in a dual
process to be carried simultaneously in Panama and El Salvador. The tender
offers will be executed as soon as all required regulatory approvals are
obtained. The transaction is anticipated to close during the second quarter of
2007.
Banagricola has a strong franchise in the Salvadoran financial market: i)
important retail bank in El Salvador through subsidiary Banco Agricola with 29%
market share in terms of loans and deposits(3); ii) significant pension fund
manager through subsidiary AFP Crecer with 52% market share in terms of
affiliates(4); and iii) largest insurer in El Salvador through subsidiary
Asesuisa with 23% market share(3).
Banagricola has a loan portfolio of over US$2.3 billion and a solid and growing
client base of over one million clients who are served through a network in El
Salvador of 122 branches, 347 ATMs and 133 additional points of sale.
This transaction will position Bancolombia as a key player in Central America.
Thanks to El Salvador's high credit rating status, its dollarized economy and
Banagricola's solid financial performance, Bancolombia will not only boost its
income generation, but also diversify its loan portfolio mix, reducing risk and
exposure concentration.
Banagricola's low cost, broad and diversified retail deposit base coupled with
efficient cost controls give Banagricola key competitive advantages. In
addition, potential synergies from this transaction, such as improvement in
international funding for Bancolombia, transfer of know how, best practices and
cross selling opportunities, are expected to further enhance Bancolombia's
earnings. This transaction is expected to be accretive to earnings from 2007
onwards, excluding any effect of potential synergies and one-off charges.
"Banagricola is the ideal acquisition for Bancolombia's first international
incursion because of its location, size, quality and cultural affinity" said
Jorge Londono, President of Bancolombia. He
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(1) Including transaction expenses
(2) Excluding transaction expenses
(3) Source: Superintendencia del Sistema Financiero de El Salvador as of
September 30th, 2006
(4) Source: Superintendencia de Pensiones de El Salvador as of June 30th, 2006
added that "Central America has been a region of significant interest to
Bancolombia and the possibility to become part of this market is of great
importance to us". Sergio Restrepo, Executive Vice President of Corporate
Development of Bancolombia added that "Banagricola's leading market share in a
stable investment grade country will strongly support Bancolombia's long term
growth strategy and will deliver strong value creation to our shareholders". He
added that "This transaction will establish a platform for us to grow in the
region".
"We consider that this offer represents a very attractive proposal for our
shareholders", said Rodolfo Schildknecht, President of Banagricola. "This
transaction provides great potential to our employees and clients, due to the
cultural affinity with Bancolombia and the excellent growth and execution
ability demonstrated throughout the years, which are consistent with that of our
employees", added Schildknecht.
UBS Investment Bank was the financial advisor to Bancolombia on this
transaction. Sullivan & Cromwell acted as Bancolombia's legal counsel
coordinator, supported by law firms Consortium - Delgado & Cevallos in El
Salvador and Icaza, Gonzales-Ruiz & Aleman in Panama.
Bancolombia is Colombia's largest full-service financial institution, formed by
a merger of three leading Colombian financial institutions. Bancolombia's market
capitalization is over US$5.5 billion, with US$13.8 billion asset base and
US$1.4 billion in shareholders' equity as of September 30, 2006. Bancolombia is
the only Colombian company with an ADR level III program in the New York Stock
Exchange (NYSE: CIB).
As an institution, Bancolombia has significant experience in mergers and
acquisitions, including acquisition of Comercia (factoring company, today
Factoring Bancolombia) in 2006, the merger with Conavi (mortgage bank) and
Corfinsura (corporate bank) in 2005, the acquisition of Sufinanciamiento
(consumer finance company) in 2003, and the acquisition and merger with Banco de
Colombia (commercial bank) in 1998.
Bancolombia has Colombia's largest client base (more than 4 million customers)
and distributes a wide variety of financial services and products through the
broadest network of branches and automatic teller machines in the country.
Bancolombia has a strong presence in the corporate, mortgage, government, retail
and middle-market segment of small and medium-size companies.
An Investor Conference Call will be held on December 26th, 2006 at 10:30AM ET.
The dial-in for the conference call is indicated below.
Access number (706) 634 - 2295
Or toll free in the U.S. (800) 374 - 0737
Password: BANCOLOMBIA
There will also be a webcast available at www.bancolombia.com under investor
relations.
Contacts
SERGIO RESTREPO JAIME A. VELASQUEZ MAURICIO BOTERO
EXECUTIVE VP FINANCIAL VP IR MANAGER
TEL.: (574) 5108668 TEL.: (574) 5108666 TEL.: (574) 5108866