- Tender Offer/Rights Offering Notification (CB)
28 Noviembre 2008 - 6:31AM
Edgar (US Regulatory)
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
Form
CB
TENDER
OFFER/RIGHTS OFFERING NOTIFICATION FORM
Please
place an X in the box(es) to designate the appropriate rule provision(s) relied
upon to file this Form:
Securities
Act Rule 801 (Rights Offering)
|
o
|
Securities
Act Rule 802 (Exchange Offer)
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x
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Exchange
Act Rule 13e-4(h)(8) (Issuer Tender Offer)
|
o
|
Exchange
Act Rule 14d-1(c) (Third Party Tender Offer)
|
o
|
Exchange
Act Rule 14e-2(d) (Subject Company Response)
|
o
|
Filed
or submitted in paper if permitted by Regulation S-T Rule
101(b)(8)
|
o
|
Unibanco
– União de Bancos Brasileiros S.A.
(Name of
Subject Company)
Unibanco
– Union of Brazilian Banks S.A.
(Translation
of Subject Company’s Name into English (if applicable))
Federative
Republic of Brazil
(Jurisdiction
of Subject Company’s Incorporation or Organization)
Banco
Itaú Holding Financeira S.A.
(Name of
Person(s) Furnishing Form)
Unibanco
Common Shares
Unibanco
Preferred Shares
(Title of
Class of Subject Securities)
N/A
(CUSIP
Number of Class of Securities (if applicable))
Carlos
Roberto Zanelato
Praça
Alfredo Agydio de Souza Aranha, 100
04344-902
São
Paulo – SP, Brazil
55
11 5019 8101
(Name,
Address (including zip code) and Telephone Number (including area code)
of
Person(s)
Authorized to Receive Notices and Communications on Behalf of Subject
Company)
November
3, 2008 (date of exchange offer announcement)
(Date
Tender Offer/Rights Offering Commenced)
PART I
- INFORMATION SENT TO
SECURITY HOLDERS
Item 1.
Home
Jurisdiction Documents
(a) Not
applicable
Item 2.
Informational
Legends
This
exchange offer is made for the securities of a foreign company. The offer is
subject to disclosure requirements of a foreign country that are different from
those of the United States. Financial statements included in the document, if
any, have been prepared in accordance with foreign accounting standards that may
not be comparable to the financial statements of United States
companies.
It may be
difficult for you to enforce your rights and any claim you may have arising
under the federal securities laws, since the issuer is located in a foreign
country, and some or all of its officers and directors may be residents of a
foreign country. You may not be able to sue a foreign company or its officers or
directors in a foreign court for violations of the U.S. securities laws. It may
be difficult to compel a foreign company and its affiliates to subject
themselves to a U.S. court’s judgment.
You
should be aware that the issuer may purchase securities otherwise than under the
exchange offer, such as in open market or privately negotiated
purchases.
PART II
- INFORMATION NOT REQUIRED
TO BE SENT TO SECURITY HOLDERS
(1) The
following documents are attached as exhibits to this Form:
|
Exhibit Number
|
|
Description
|
|
(1)
|
|
Evaluation
Report on the Calculation of the Ratio of Exchange for Preferred Shares
Based on the 45 Trading Sessions Held in the Period from September 1 to
October 31, 2008, by BDO Trevisan
Auditores
Independentes, dated November 10, 2008
|
|
(2)
|
|
Banco
Itaú S.A. Certification Report on the Net Book Equity as of September 30,
2008, by PricewaterhouseCoopers Auditores Independentes, dated November
12, 2008
|
(2) Not
applicable
(3) Not
applicable
PART III
- CONSENT TO SERVICE OF
PROCESS
Concurrently
with the filing of this Form CB with the Securities and Exchange Commission (the
“SEC”), Banco Itaú Holdings Financeira S.A. is filing with the SEC a written
irrevocable consent and power of attorney on Form F-X.
PART
VI - SIGNATURES
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
Banco
Itaú Holding Financeira S.A.
|
By:
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/s/ Alfredo
Egydio Setubal
|
|
|
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Name:
Alfredo Egydio Setubal
|
|
|
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Title:
Investor Relations Officer
|
|
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By:
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/s/ Silvio
Aparecido de Carvalho
|
|
|
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Name:
Silvio Aparecido de Carvalho
|
|
|
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Title:
Chief Financial Officer
|
|
Date:
November 28, 2008
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