First BanCorp Announces $94.8 Million Private Placement of Common Stock
16 Febbraio 2007 - 3:00PM
PR Newswire (US)
SAN JUAN, Puerto Rico, Feb. 16 /PRNewswire-FirstCall/ -- First
BanCorp (NYSE:FBP) today announced that it has entered into a
definitive agreement to issue approximately 9.250 million shares of
its common stock to Scotiabank (TSX, NYSE: BNS), through a private
placement offering, valuing the stock at $10.25 per share for a
total purchase price of approximately $94.8 million. The valuation
reflects a premium of approximately 5% over the volume weighted-
average closing share price over the 30 trading day period ending
January 30, 2007. After the investment, Scotiabank will hold 10% of
First BanCorp's then outstanding common shares. "This investment
signals a vote of confidence in the financial strength of First
BanCorp, in the value of the FirstBank franchise and in the
professionalism and capability of our management team," said Luis
Beauchamp, President and Chief Executive Officer of First BanCorp.
"Scotiabank is a premier global financial institution and Canada's
most international bank, and we welcome them as an institutional
shareholder joining other institutional investors who hold equity
positions in First BanCorp." First BanCorp has agreed to give
Scotiabank notice if any decision to commence a process involving
the sale of First BanCorp during the 18 months after Scotiabank's
investment is made, and to negotiate with Scotiabank exclusively
for 30 days thereafter if Scotiabank so requests. In addition,
during the 18-month period Scotiabank may give notice to First
BanCorp providing its offer for the acquisition of the Corporation.
First BanCorp has agreed to negotiate the offer received on an
exclusive basis for a period of 30 days. Also, First BanCorp has
agreed to give Scotiabank notice of the terms of any proposed
acquisition received from a third party during the 18-month period
and to allow Scotiabank five business days to indicate whether it
will present a counteroffer. Finally, Scotiabank may have a
non-voting observer at First BanCorp's director meetings so long as
Scotiabank holds 5% of First BanCorp's stock. Mr. Beauchamp added,
"This private placement further strengthens First BanCorp's capital
position, which will enhance the implementation of its corporate
strategies." The private placement, which has been approved by
First BanCorp's Board of Directors, and is subject to regulatory
approvals, is expected to close within ninety days. UBS Investment
Bank served as placement agent and acted as First BanCorp's
financial advisor in the offering. About First BanCorp First
BanCorp is the parent corporation of FirstBank Puerto Rico, a state
chartered commercial bank with operations in Puerto Rico, the
Virgin Islands and Florida; of FirstBank Insurance Agency; and of
Ponce General Corporation. First BanCorp, FirstBank Puerto Rico and
FirstBank Florida, formerly UniBank, the thrift subsidiary of Ponce
General, all operate within U.S. banking laws and regulations. The
Corporation operates a total of 153 financial services facilities
throughout Puerto Rico, the U.S. and British Virgin Islands, and
Florida. Among the subsidiaries of FirstBank Puerto Rico are Money
Express, a finance company; First Leasing and Car Rental, a car and
truck rental leasing company; and FirstMortgage, a mortgage
origination company. In the U.S. Virgin Islands, FirstBank operates
First Insurance VI, an insurance agency; First Trade, Inc., a
foreign corporation management company; and First Express, a small
loan company. First BanCorp's common and preferred shares trade on
the New York Stock Exchange, under the symbols FBP, FBPPrA, FBPPrB,
FBPPrC, FBPPrD and FBPPrE. About Scotiabank Scotiabank is one of
North America's premier financial institutions and Canada's most
international bank. With close to 57,000 employees, Scotiabank and
its affiliates serve approximately 12 million customers in some 50
countries around the world. Scotiabank offers a diverse range of
products and services, including personal, commercial, corporate
and investment banking. With $379 billion in assets (as of October
31, 2006), Scotiabank trades on the Toronto (BNS) and New York
(BNS) Stock Exchanges. For more information please visit
http://www.scotiabank.com/ . Safe Harbor The Corporation wishes to
caution readers not to place undue reliance on any such
"forward-looking statements," which speak only as of the date made,
and to advise readers that various factors, including the
completion of the sale of shares of common stock to Scotiabank,
First BanCorp's ability to return to compliance with the reporting
requirements under the Securities Exchange Act of 1934, the ability
to settle the shareholder litigation and SEC inquiry relating to
First BanCorp's recent restatement of its financial statements, the
interest rate risk relating to the secured loans to Doral and
R&G Financial, the continued repayment by Doral and R&G
Financial of their outstanding loans, the impact on net income of
the reduction in net interest income resulting from the repayment
of a significant amount of the commercial loans to Doral, the
impact of the consent orders on the Corporation's future operations
and results, the Corporation's ability to continue to implement the
terms of the consent orders, FirstBank's ability to issue brokered
certificates of deposit, its liquidity, the impact of the
Corporation's restated and more current financial statements on
customers and lenders, the ability to fund operations, changes in
the interest rate environment, including the impact on the
Corporation's financial statements for periods prior to April 3,
2006 of changes in the value of interest rate swaps resulting from
changes in interest rates, regional and national economic
conditions, competitive and regulatory factors and legislative
changes, could affect the Corporation's financial performance and
could cause the Corporation's actual results for future periods to
differ materially from those anticipated or projected. The
Corporation does not undertake, and specifically disclaims any
obligation, to update any "forward-looking statements" to reflect
occurrences or unanticipated events or circumstances after the date
of such statements. DATASOURCE: First BanCorp CONTACT: Alan Cohen,
Senior Vice President, Marketing and Public Relations,
+1-787-729-8256, or Web site: http://www.firstbankpr.com/
http://www.scotiabank.com/
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