Today, July 3, 2001, Dexia group finalizes the acquisition
of 100% of the shares of Artesia Banking Corporation.
This acquisition confirms the agreement signed by Dexia and Arcofin which was
announced to the market on March 13, 2001.
Dexia group becomes the second largest bancassurance group in Belgium.
On March 13, 2001, Dexia and Arcofin entered into an agreement
by which Arcofin was to exchange its shares in Artesia BC (99.53% of the capital)
for new Dexia shares. This acquisition was finalized on July 3, 2001.
The transaction was approved by the competent authorities, in particular by
the prudential authorities and - on June 14, 2001 - the European Commission's
In compliance with the provisions of the agreement, a due diligence audit was
conducted by PriceWaterhouseCoopers to review certain areas which might represent
potential operating or other risks. The parties were not led to revise the price
conditions initially agreed upon.
In exchange for its contribution, Arcofin received 178,934,630 new Dexia shares
on July 3, 2001, issued in the framework of a reserved capital increase. Subsequent
to this transaction, Arcofin has a 15.5% equity interest in Dexia. By the terms
of the agreement, Arcofin agrees not to sell its Dexia shares for at least eighteen
Dexia has taken the necessary steps to ensure that the new shares will be rapidly
listed on Euronext Brussels, Euronext Paris and the Luxembourg stock exchange.
Artesia accounts will be fully consolidated in Dexia's financial statements
retroactively as of January 1, 2001.
Acquisition by Dexia of Artesia Banking Corporation shares held by VDK Spaarbank
On July 3, 2001, Dexia and VDK Spaarbank n.v. signed an agreement for Dexia
to acquire (for EUR 15.5 million paid in cash) the 24,606 Artesia BC shares
owned by VDK Spaarbank (representing 0.47% of the capital of Artesia BC).
Following the completion of these two operations, Dexia now owns 100% of the
capital of Artesia BC.
Arcofin will have three representatives on Dexia's Board of Directors: Theo
Rombouts, Rik Branson and Marc Tinant.
Dirk Bruneel, Chairman of the Executive Committee of Artesia BC, is named a
member of the Dexia group's Executive Board.