SECURITIES AND EXCHANGE COMMISSION
06029-900 - Osasco - SP
Federative Republic of Brazil
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____ |
Publicly-held Company |
| CNPJ no. 60.746.948/0001-12 |
Notice to the Market
Acquisition of Ágora Holdings’ Corporate Control
Banco Bradesco S.A. (Bradesco) communicates to its stockholders, clients, employees and to the market in general that, on this date, it entered into a “Private Instrument of Merger of Stocks Commitment and Other Covenants” with the stockholders of Ágora Holdings S.A. (Ágora Holdings), focused on the acquisition of the totality of its capital, through its controlled company Banco Bradesco BBI S.A. (BBI).
The transaction includes the indirect transfer to BBI of 100% of the Ágora Corretora de Títulos e Valores Mobiliários’ stocks (Ágora Corretora), a wholly-owned subsidiary of Ágora Holdings.
The amount of the operation, around R$830 million, will be paid through the delivery to the stockholders of Ágora Holdings, of an amount of stocks representing, approximately, 8% of BBI’s capital stock in the closing of the operation, transforming Ágora Holdings into a wholly-owned subsidiary of BBI, pursuant to Article 252 of Law #6,404/76. From the transaction value, R$500 million correspond to the value of the business and R$330 million correspond to the market value of the stocks issued by Bovespa and BM&F held by Ágora Holdings.
This acquisition will enable that Bradesco assumes the leadership in a segment that is characterized by high growth rates and significant competition, and will be subjected to approval by the competent authorities and to the due diligence results.
By operating in the market for more than 15 years, Ágora Corretora is the largest brokerage company of the Country in the home broker segment, with about 29 thousand active clients. It is also recognized by its state-of-the-art technological platform and by a team of professionals that guarantees the rendering of brokerage services with world class excellence levels. The Company is headquartered in Rio de Janeiro, and has client service facilities in São Paulo, Belo Horizonte and Brasília.
Ágora Corretora will be a business unit of BBI, with independent management and operation. The continuity of the assistance to Ágora’s clients is assured, with the maintenance of the existing operational and service structures – now with the strength of the brand of the largest private Bank in Latin America.
Below you will find the main information related to the operation:
| BASE 2007 | ÁGORA |
| Volume traded at BOVESPA (R$ billion) | 184 |
| Market share | 7.7% |
| Ranking | 2nd |
| Home Broker Volume (R$ billion) | 44 |
| Market Share | 23.9% |
| Home Broker Ranking | 1st |
| BM&F Volume (R$ billion) | 2,346 |
| Market Share | 3.9% |
| BM&F Ranking | 9th |
| Revenue (R$ million) | 183 |
| Recurring Net Income (R$ million) | 39 |
| Total Assets (R$ million) | 801 |
| Published Stockholders’ Equity (R$ million) | 78 |
| ROAE | 63.9% |
Bradesco has counted on the financial assistance of Banco Bradesco BBI S.A. and the legal advisory of Xavier, Bernardes, Bragança – Sociedade de Advogados.
Cidade de Deus, Osasco, SP, March 6, 2008
Banco Bradesco S.A.
Milton Almicar Silva Vargas
Executive Vice-President and
Investors Relation Officer
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BANCO BRADESCO S.A. |
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By: |
/S/ Milton Almicar Silva Vargas
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Milton Almicar Silva Vargas
Executive Vice-President and Investor Relations Officer |
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This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.