Press Release

Carey advised The Bank of Nova Scotia (BNS) on the acquisition of a majority stake and control of Banco Bilbao Vizcaya Argentaria, Chile (BBVA Chile) for USD2.2 billion from Banco Bilbao Vizcaya Argentaria S.A., and on the mandatory tender offer process for up to 100% of the shares of BBVA Chile in connection thereto.

Through this acquisition, BNS became the owner of approx. 68.23% of BBVA Chile while the Said family holds the remaining 31.62% with a minimum float in the market.

As a consequence, BNS, sole owner of Scotiabank Chile, becomes the third largest bank in the private sector in Chile (considering both Scotiabank Chile and BBVA Chile together), reaching a 14% share in the market, equivalent to USD390 billion.

It was necessary to comply with the provisions of an existing shareholders agreement between BBVA Spain and the Said family, and to obtain various regulatory approvals from the banking authorities in Canada (OSFI) and Chile (SBIF), including the Chilean securities market and insurance regulator (since the transaction also included BBVA's insurance company in Chile) and due to recently enacted merger control regulations, also by the antitrust authority in Chile. A mandatory tender offer (OPA) was also required to be launched in Chile prior to acquiring control of the majority shareholder of BBVA Chile and in parallel, negotiations took place with the Said family to determine whether they wanted to stay in BBVA Chile (and then in Scotiabank Chile after absorbing the latter) or to sell their shares in the OPA.

Carey advised The Bank of Nova Scotia through a team led by partners Felipe Moro, Cristián Eyzaguirre, Jessica Power, Claudio Lizana, Cristián Figueroa, Matías Vergara and Aldo Molinari, director of Tax & Audit Alejandra Risso, and associates Fernando Noriega, Manuel José Garcés, María José Martínez, Natalia Acevedo, Nicolás Calderón and Benjamín García.