Milano, 30 May 2005

●   Crédit Agricole Asset Management will hold a 65% stake in the company deriving from the integration of Nextra Investment Management, Gruppo Intesa’s asset management company, and Crédit Agricole Asset Management Italia;

●   Gruppo Intesa will receive a cash consideration of approximately 850 million euro and will realise a capital gain of approximately 750 million euro;

●   long-term distribution agreement and shared governance.           

 

The Board of Directors of Banca Intesa, which met today, approved a strategic agreement with Crédit Agricole SA for asset management activities based on which the Crédit Agricole group will hold a 65% stake and Gruppo Intesa a 35% stake of the share capital of the asset management company (“SGR”) resulting from the integration of their respective asset management companies operating in Italy.

 

More precisely, Crédit Agricole Asset Management (“CAAM”, wholly owned by the Crédit Agricole group) will pay a cash consideration to Gruppo Intesa for the acquisition of the  majority stake of Nextra Investment Management (“Nextra”, wholly owned by Gruppo Intesa) and  contribute its Italian subsidiary (”CAAM Italia”, wholly owned by the Crédit Agricole group) for the subsequent merger with Nextra. The SGR resulting from this merger will be owned by the Crédit Agricole group (65%) and  Gruppo Intesa (35%).

 

The transaction will be carried out based on a 100% valuation of Nextra amounting to 1,340 million euro. The valuation, which is in line with market multiples of comparables and is confirmed by the analyses prepared by financial advisors of both parties, is subject to a mechanism of subsequent adjustment related to the net inflow gathered by Gruppo Intesa during the three-year period 2005-2007: an upward adjustment of 100 million euro if the net inflow exceeds 10 billion euro, a downward adjustment of 100 million euro if the net inflow is negative.

 

As at 31st December 2004, Nextra had assets under management of approximately 100 billion euro and shareholders' equity of 134 million euro. Nextra’s 2004 statement of income closed with a negative net result of 43 million euro, due to the extraordinary charge of 160 million euro for the settlement with the Commissioner of the Parmalat group.

 

Gruppo Intesa will receive approximately 850 million euro as a cash consideration and will realise a capital gain on the consolidated statement of income of approximately 750 million euro, on the basis of the aforementioned valuation of 1,340 million euro. The Group’s Tier 1 ratio, all other things being equal, will improve by 30-40 basis points. The Group’s indirect customer deposits, all other things being equal, will only decrease by approximately 20 billion euro due to the deconsolidation from Gruppo Intesa’s assets under management of the portion of assets under management by Nextra currently collected via non-captive networks; while the portion of assets under management by Nextra currently collected via captive networks - which represents the most significant portion - will in any case remain under Gruppo Intesa’s deposits under administration though no longer included in assets under management.

 

This transaction will have a great strategic significance as it:

-    anticipates the structural evolution of the asset management industry which will increasingly  reward big global players and small niche players;

-    makes it possible to significantly improve the quality of offering and customer service from which also the potentials of Gruppo Intesa’s distribution network in asset management will benefit;

-    enhances Nextra’s potentials as a product factory and opens new markets for Italian know-how and assets even outside the domestic market;

-    strengthens a long-lasting alliance between partners used to working together.  

 

CAAM will strengthen its position among the main European asset managers and will be ranked in fourth place in the Continent in terms of assets under management (exceeding 430 billion euro) in addition to being the leading player in France and second in Italy. CAAM will both offer a complete product range and have the necessary critical mass in all operating areas, with specific competencies in all strategic activities, deriving from the integration of its current areas of excellence with those of Nextra.

 

Gruppo Intesa will be able to satisfy customer needs in terms of both quantity and quality of the product range - thanks to economies of scale and scope of a global asset manager -  and performance and flexibility of the offering deriving from a distribution agreement which is characterised by focusing on performance, closely-knit relationship between distribution and factory and the significant portion of open architecture (that is, of products from the best players all over the world).

 

In particular, on the basis of the distribution agreement, for 12 years, Gruppo Intesa – to satisfy customer diversification needs – may place third party products with an open architecture approach up to an annual maximum of 3% of the total outstanding distributed stock, cumulated for 8 years. This percentage is subject to an automatic mechanism of increase/decrease in relation to the performances which result, respectively, lower or higher than predefined thresholds. Current commission reversals for Gruppo Intesa’s distribution network will be maintained. At the end of the agreement, Gruppo Intesa may exercise with CAAM a put option on the 35% stake held in the SGR.

 

The relationship between factory and distribution is further strengthened by the governance agreement according to which Gruppo Intesa’s role is enhanced in decisions regarding key strategic issues. Moreover, Banca Intesa may in due course hold a stake in CAAM.

 

The closing of the operation, where Banca Intesa was advised by Lazard for financial aspects, is expected to take place within the end of the year, after the relative authorisations have been issued by the competent authorities.

 

This transaction involves companies that are related parties, because Crédit Agricole is a party to the Voting syndicate agreement signed by Banca Intesa’s reference shareholders. Crédit Agricole holds 18.04% of the voting share capital of Banca Intesa. Together, the parties to the agreement - Crédit Agricole, Fondazione Cariplo, Generali group, Fondazione Cariparma and “Gruppo Lombardo” - hold 41.44% of the voting share capital of Banca Intesa. The transaction does not lead to variations in the compensation of Members of the Boards of Directors of the Gruppo Intesa companies involved.

This press release has been prepared also pursuant to Art. 71 bis Regolamento Emittenti (Consob Regulation) in substitution of the information document.

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