SOURCE: UniCredit Bank AG

UniCredit Bank AG

January 13, 2010 08:24 ET

UniCredit Bank AG Announces Tender Offers to Purchase Hybrid Tier 1 Securities of HVB Funding Trust and HVB Funding Trust III

MUNICH, GERMANY--(Marketwire - January 13, 2010) - NOT FOR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, THE REPUBLIC OF ITALY

UniCredit Bank AG (formerly, HypoVereinsbank) announces tender offers to purchase for cash any and all of the securities listed below (the "Securities").

                                                   Aggregate
                                                  Liquidation
                Description                         Amount     CUSIP/ISIN
                                                ------------- -------------
8.741% Noncumulative Dated Silent Partnership
  Certificates issued by HVB Funding Trust

      (the "Trust I Securities")                              404398 AA 7 /
                                               $ 300,000,000  US404398AA77
                                                ------------- -------------
9.00% Noncumulative Dated Silent Partnership
 Certificates issued by HVB Funding Trust III
                                                              404399 AA 5 /
     (the "Trust III Securities")               $ 200,000,000 US404399AA50
                                                ------------- -------------

The tender offers consist of two separate offers (each, a "Tender Offer" and, together, the "Tender Offers"): one offer to purchase the Trust I Securities and a second offer to purchase the Trust III Securities.

The total consideration for the Securities validly tendered pursuant to a Tender Offer on or prior to the Early Participation Date (as defined below) for that Tender Offer and accepted for purchase by the Purchaser (such amount, in respect of each series of Securities, its respective "Total Consideration") will be equal to:


(a)$1,010 for each $1,000 in liquidation amount of the Trust I Securities; and

(b)$1,020 for each $1,000 in liquidation amount of the Trust III Securities.

The Total Consideration includes an early participation payment for each $1,000 in liquidation amount of Securities accepted for purchase of $40 with respect to either series of Securities (the "Early Participation Payment"). Holders of Securities must validly tender (and not validly withdraw) their Securities on or prior to the Early Participation Date in order to receive the applicable Total Consideration for their Securities. Holders of Securities validly tendering their Securities after the Early Participation Date for a Tender Offer and on or prior to the Expiration Date (as defined below) for that Tender Offer will not be eligible to receive the Early Participation Payment and will receive consideration equal to the Total Consideration less the Early Participation Payment (such amount, in respect to each series of Securities, its respective "Tender Offer Consideration"). The Tender Offer Consideration for each $1,000 in liquidation amount will be equal to $970 with respect to the Trust I Securities and $980 with respect to the Trust III Securities.

In addition to the Total Consideration or Tender Offer Consideration, as applicable, holders of Securities whose Trust I Securities or Trust III Securities are tendered and accepted in the relevant Tender Offer will also receive a cash payment representing the amount of unpaid but notionally accrued distributions on such Securities from the last distribution date to, but not including, the date on which such Securities are purchased by the Purchaser pursuant the relevant Tender Offer (the "Trust I Securities Accrued Distributions" and the "Trust III Securities Accrued Distributions", as applicable).

The Tender Offers are intended to support the UniCredit Group's strategy of optimizing its capital structure, and provide investors with an opportunity to realize upon their investments at the tender offer prices.

The Tender Offers are made on the terms and subject to the conditions set out in the "Offer to Purchase" dated January 13, 2010, and the accompanying Letter of Transmittal (together, the "Offer Documents").

Important Dates for the Tender Offers: Holders of Securities must validly tender their Securities on or prior to 5:00 P.M., New York City time, on January 27, 2010, unless extended by the Purchaser with respect to that Tender Offer (such date and time with respect to a Tender Offer, as the same may be extended for such Tender Offer, the "Early Participation Date"), in order to receive the applicable Total Consideration for their Securities. Tenders of Securities may be withdrawn at any time on or prior to 5:00 P.M., New York City time, on January 27, 2010, unless extended by the Purchaser with respect to that Tender Offer, but not thereafter. Each Tender Offer will expire at 5:00 P.M., New York City time, on February 11, 2010, unless extended by the Purchaser with respect to that Tender Offer (such date and time with respect to a Tender Offer, as the same may be extended for such Tender Offer, the "Expiration Date"). The Total Consideration or the Tender Offer Consideration in respect of any Securities purchased pursuant to a Tender Offer, as applicable, and an amount equal to any Trust I Securities Accrued Distributions or Trust III Securities Accrued Distributions, in each case if applicable, on Securities purchased pursuant to a Tender Offer, will be payable promptly following the Expiration Date for that Tender Offer.

For further information:

A complete description of the terms and conditions of the Tender Offers is set out in the Offer to Purchase and the Letter of Transmittal, copies of which are available to eligible holders of Securities upon request from the Information Agent.

Morgan Stanley & Co. Incorporated and UniCredit Capital Markets Inc. are acting as joint Dealer Managers in respect of the Tender Offers (the "Dealer Managers"). Bondholder Communications Group LLC is acting as Tender Agent and Information Agent.

Requests for information in relation to the Tender Offers (other than in respect of procedures for tendering Securities) may be directed to:

The Information Agent:

Bondholder Communications Group LLC
Attention: Holly Pana
Tel: +1 212 809 2663 / +44 20 7382 4580
E-mail: hpana@bondcom.com

For the Dealer Managers:

Morgan Stanley & Co. Incorporated
U.S. Toll Free: (800) 624-1808
Collect: (212) 761-5384
London: +44 20 7677 5040

Requests for information in relation to the procedures for tendering Securities should be directed to:

The Tender Agent:

Bondholder Communications Group LLC
Attention: Holly Pana
Tel: +1 212 809 2663 / +44 20 7382 4580
E-mail: hpana@bondcom.com

Information in respect of the Tender Offers can also be found on the Information Agent's website: www.bondcom.com/unicreditUSdocs

DISCLAIMERS

This announcement must be read in conjunction with the Offer Documents. No offer to purchase Securities is being made pursuant to this announcement. The Tender Offers are only being made pursuant to the Offer Documents and any tender of Securities should be made solely on the basis of information contained in the Offer Documents.

None of the Purchaser, the Dealer Managers, the Tender Agent or the Information Agent makes any representation or recommendation whatsoever regarding the Tender Offers and/or as to whether holders of Securities should tender Securities in the Tender Offers or refrain from doing so, and no one has been authorised by any of them to make any such representation or recommendation. Any holder of Securities should make its own assessment of the merits and risks of tendering its Securities pursuant to the Tender Offers and should seek its own advice (including in respect of any tax consequences) from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.

RESTRICTIONS

The Tender Offers and the distribution of this announcement, the Offer Documents and any other document or material relating to the Tender Offers may be restricted by law in certain jurisdictions. Persons into whose possession this announcement, the Offer Documents and/or any other document or material relating to the Tender Offers come are required to inform themselves about and to observe any such restrictions. Neither this announcement nor the Offer Documents or any other document or material relating to the Tender Offers constitutes an offer to buy or a solicitation of an offer to sell Securities in any jurisdiction in which, or to or from any persons to or from whom, it is unlawful to make such offer or solicitation under applicable law.

Italy -- The Tender Offers are not being made in Italy and have not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa pursuant to Italian laws and regulations. Accordingly, to the extent holders of Securities are persons resident and/or located in Italy, no Tender Offers are available to them and any tender of Securities submitted by such persons shall be invalid, and neither this announcement nor the Offer Documents or any other document or material relating to the Tender Offers may be distributed or made available in Italy.

United Kingdom -- This announcement, the Offer Documents and any other document or material relating to the Tender Offers are only for circulation to and are only directed to persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) are persons falling within Article 49(2)(a) to (d), "high net worth companies, unincorporated associations, etc.," of the Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity may lawfully be communicated or caused to be communicated under the Financial Services and Markets Act 2000, all such persons together being referred to as "relevant persons". Any investment or investment activity to which this communication or the Offer Documents relate is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act on this communication or the Offer Documents.

Belgium -- Neither this announcement nor the Offer Documents or any other document or material relating to the Tender Offers has been submitted or will be submitted for approval or recognition to the Commission bancaire, financière et des assurances/Commissie voor het Bank, Financie- en Assurantiewezen and, accordingly, the Tender Offers may not be made in Belgium by way of a public offering, as defined in Article 6 of the Belgian Law of 1 April 2007 on public takeover bids, as amended or replaced from time to time. Accordingly, the Tender Offers are exclusively conducted under private placement exemptions and may not be advertised and neither this announcement nor the Offer Documents will be made available, and no memorandum, information circular, brochure or any similar documents has or will be distributed, directly or indirectly, to any person in Belgium other than "qualified investors" within the meaning of Article 10, §1 of the Belgian Law of 16 June 2006 on the public offering of securities and the admission of securities to trading on a regulated market (as amended from time to time), who are acting for their own account. This announcement and the Offer Documents have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offers. Accordingly, the information contained herein may not be used for any other purpose or disclosed to any other person in Belgium.

France -- The Tender Offers are not being made, directly or indirectly, to the public in France. Neither this announcement nor the Offer Documents or any other document or material relating to the Tender Offers has been distributed or caused to be distributed and will be or caused to be distributed to the public in France. The Tender Offers have been and shall only be made in France to (a) qualified investors (investisseurs qualifiés) other than individuals and/or (b) legal entities whose total assets exceed EUR 5 million, or whose annual turnover exceeds EUR 5 million, or whose managed assets exceed EUR 5 million or whose annual headcount exceeds 50, acting for their own account (all as defined in, and in accordance with, Articles L.341-2, L.411-2, D.341-1 and D.411-1 to D.411-3 of the French Code monétaire et financier). This announcement and the Offer Documents have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.