Mexico: Financiera Independencia to Acquire Financiera Finsol and to Expand Inte...

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Nov 2009
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Mexico city, Mexico, November, 30 2009 - Financiera Independencia, a Mexican microfinance lender of personal loans to lower income segment individuals, announced today that it has signed a definitive purchase agreement to acquire all of the outstanding shares for 100% cash of Financiera Finsol, the second largest group lending microfinance institution in Mexico, and a group of related entities: Financiera Popular Finsol S.A. de C.V., S.F.P. (SOFIPO - savings and loans entity), Finsol Vida S.A. de C.V. (an insurance broker), Finsol S.A. de C.V. (a service company) and Instituto Finsol Brazil ("Finsol Brazil"), a group lending microfinance institution in Brazil (the "Transaction").

Total consideration for the Transaction is Ps.530 million. Upon completion of the transaction, Independencia will increase its loan portfolio by Ps. 794.6 million and will add 173,179 new clients. The Transaction has been approved by the Board of Directors of Independencia.

Transaction Highlights:

  • Establishes Independencia as a leading consolidator in the Mexican microfinance market and further strengthens its position in the low income segment of the population.
  • Positions the company in the group lending methodology microfinance segment which has proven to be a profitable business in Mexico.
  • Allows creation of synergies of clients that could migrate from Finsol's group lending methodology to Independencia's individual lending methodology (and viceversa).
  • Reduces earnings volatility as Finsol's business model is less sensitive to economic downturns.
  • Implies international expansion in the largest economy in Latin America. Microfinance industry in Brazil is at an early stage of development and we consider that the potential is inmense. With the transaction, the leading management team in the microfinance industry in the country will join us.

The Transaction is expected to be financed through a capital increase of up to 85 million shares. Such capital increase will be proposed at a Shareholders' Meeting to be called within the following days. Use of proceeds will be to pay the purchase price and to provide up to Ps. 300 million of capital to strengthen the balance sheets of the companies to be acquired.

Mr. Noel Gonzalez, Chief Executive Officer, commented: "This is a significant milestone for Independencia. The acquisition of Finsol will allow us to increase our client base close to 1.4 million clients, operate a total of 356 branches in Mexico and expand our total outstanding loan portfolio to Ps.5,588 million."

"Finsol's group microlending platform complements our core lending operations to individuals in urban areas, and extends our reach into rural and suburban markets. It will also increase our exposure to working capital loans, which tend to reduce net income volatility. This potentially highly accretive transaction is also an important step in acquiring expertise in group lending methodology and is the first step towards Independencia's international expansion," said Mr. Gonzalez.

Finsol Highlights (as of September 30, 2009)

  • Second largest group lending microfinance institution in Mexico serving the un-banked low income segment of the population.
  • Provides working capital loans to small business owners, principally in rural and suburban areas.
  • Operates 158 branches in 29 of 32 federal entities in Mexico, where it has a total outstanding loan balance of Ps.642.3 million, 143,045 clients and 1,561 employees.
  • Non-performing loans to total loans of 2.8% and coverage ratio of 172.5%.

Finsol Brazil Highlights (as of September 30, 2009)

  • Founded in 2006, started operations in April 2007
  • Provides working capital loans to small business owners through group lending methodology
  • Operates 16 branches in five Brazilian states, where it has a total outstanding loan portfolio of R$28.7 million (US$16.4 million) and 30,134 clients.

Key Highlights Proforma for the Transaction

  • The contribution of working capital loans in our total loan portfolio increases from 24.5% to 35.2%.
  • NPL ratio decreases from 12.5% to 11.4%.
  • Increase in an already strong equity to total assets ratio from 31.5% to 33.1% after the Transaction is completed (assuming that 85 million shares are subscribed at 10 pesos per share).

Closing

The Transaction is expected to close during 1Q10 and is subject to regulatory approvals.

Advisors

Credit Suisse Securities (USA) LLC is acting as financial advisor for the Transaction.

Conference Call to Discuss the Transaction

Independencia will hold a conference call to discuss the transaction with the investment community today Monday, November 30, 2009 at 4:30 pm U.S. ET (3:30 pm Mexico City Time). The conference call can be accessed by dialing 866-393-9621 (U.S.) or 706-758-4196 (international) and entering passcode 44156064. A live web cast of the conference call and replay will be available at http://www.independencia.com.mx.

A replay will be available between 18:00 pm ET on November 30 and 11:59 pm ET on December 7, 2009. The replay is accessible by dialing 800-642-1687 (U.S.) or 706-645-9291 (international) and entering passcode 44156064.

A slide presentation will also be available beginning November 30, 2009 at 10:00 am U.S. ET (9:00 am Mexico City Time) for download from the investor relations section (investor presentations) of the Company's corporate website at http://www.independencia.com.mx.



Source : Yahoo