MEXICO CITY, Dec. 22, 2010 -- Financiera Independencia,
S.A.B. de C.V., SOFOM, E.N.R. (BMV: FINDEP; Pink Sheets: FNCRF)
("Independencia" or the "Company")
a leading Mexican microfinance lender of personal loans to lower
income segment individuals and working capital loans through group
lending microfinance, announced today that it has signed a purchase
agreement to acquire in all cash transactions all of the
outstanding shares of Apoyo Economico Familiar S.A. de C.V., SOFOM,
E.N.R. ("AEF"), one of the largest unsecured personal lending
institutions in Mexico, and has
reached an agreement to purchase a controlling 77% ownership stake
in Apoyo Financiero Inc. ("AFI"), a microfinance company primarily
serving the unbanked Hispanic community in San Francisco, California. The combined total
consideration for the transactions is Ps. 1,180 million. Upon
completion of these transactions, Independencia would increase its loan
portfolio by approximately 15% and its client base by approximately
8%. The transactions have been approved by the Board of Directors
of Independencia.
Transaction Highlights:
- Further increases Independencia's market presence and geographic
reach allowing the Company to establish a strong presence in
Mexico City and the Metropolitan
area, a market where Independencia
does not currently have a personal loans operation, and strengthen
its presence in the Southeastern states of Mexico
- Leverage an operational model that has proved to be highly
effective in large cities, like Mexico city, into new markets with similar
characteristics
- Gain access to a highly accomplished management team, with a
strong track record in developing new microfinance markets
- Establishes a foothold within the US Hispanic community in
San Francisco, California, one of
the fastest growing segments of the US population.
Mr. Noel Gonzalez, Chief
Executive Officer, commented: "The acquisition of AEF is very
important for Independencia as it
will further consolidate the Company's leadership in providing
personal loans to the low-income segment of the population.
Geographic expansion into the Mexico
City and Metropolitan area markets is a key element in our
growth strategy, and we are very pleased to have achieved an
agreement with AEF, a company that has demonstrated a solid track
record and is already well positioned to continue to grow in its
market. In addition, we will leverage the expertise of its
management team, particularly that of Mr. Mauricio Galan, who will remain as CEO of AEF.
Having substantial experience in Microfinance, Mr. Galan
founded Apoyo Economico Familiar in 2005, establishing the company
as one of the leading personal loans institutions in Mexico City and achieving profitability within
four years. We are also very pleased with the acquisition of AFI.
AFI will allow us to penetrate the very promising Hispanic
market living in the US through a proven model that is positioned
to grow significantly in that market."
Transaction Highlights (as of September 30, 2010):
- Provides unsecured personal loans to both the formal and
informal sectors, ranging from Ps.2,000 to Ps.20,000 with an
average term of 18 months
- Network of 97 branches in 11 of the 32 federal entities in
Mexico, 65 of those located in
Mexico City and the Metropolitan
area. One branch in San Francisco,
California. Total outstanding loan balance of
approximately Ps.817.3 million and approximately 110,000
clients.
- Robust risk management policies and procedures in place.
Total Non-performing loans plus write-offs to total loans of
approximately 12.9%
Pro Forma Balance Sheet & Key Transaction
Highlights
- The acquired companies will contribute approximately 12.7% to
the combined entity total loan portfolio
- NPL ratio of the combined entity decreases from 10.5% to
approximately 9.3%
- Coverage ratio increases from 68% to approximately 73%
- Equity to total assets ratio decreases from 34.7% to
approximately 28.3% after the Transaction is finalized
Proforma Balance Sheet as of
Sept. 30, 2010
|
|
(Millions of Mexican
Pesos)
|
FINDEP
|
AEF
|
AFI*
|
FINDEP
Consolidated
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash
Equivalents
|
1,179.8
|
41.7
|
6.2
|
1,227.7
|
|
|
|
|
|
|
|
Performing Loans
|
5,017.5
|
777.4
|
30.1
|
5,824.9
|
|
Non-Performing Loans
|
585.8
|
8.2
|
1.7
|
595.7
|
|
|
|
|
|
|
|
Total Loan
Portfolio
|
5,603.3
|
785.6
|
31.8
|
6,420.7
|
|
|
|
|
|
|
|
Allowances for Loan
Losses
|
(398.1)
|
(34.6)
|
(1.1)
|
(433.8)
|
|
|
|
|
|
|
|
Total Loan Portfolio -
Net
|
5,205.2
|
751.0
|
30.7
|
5,986.8
|
|
|
|
|
|
|
|
Fixed Assets
|
378.6
|
95.4
|
0.0
|
474.0
|
|
Differed Taxes and Other
Assets
|
1,836.8
|
62.9
|
1.6
|
2,883.2
|
|
|
|
|
|
|
|
Total Assets
|
8,600.3
|
951.0
|
38.5
|
10,571.8
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
Bank and Other Entities
Loans
|
5,170.6
|
704.0
|
-
|
7,054.6
|
|
Derivative Financial
Instruments
|
166.6
|
-
|
-
|
166.6
|
|
Other Accounts
Payable
|
275.2
|
64.3
|
18.6
|
358.1
|
|
|
|
|
|
|
|
Total Liabilities
|
5,612.4
|
768.3
|
18.6
|
7,579.3
|
|
|
|
|
|
|
|
Total Stockholders'
Equity
|
2,987.9
|
182.7
|
19.9
|
2,992.5
|
|
|
|
|
|
|
|
Total Liabilities and
Stockholders' Equity
|
8,600.3
|
951.0
|
38.5
|
10,571.8
|
|
* USD converted at an exchange
rate of Ps. 12.40 / US dollar for comparison
|
|
|
|
|
|
|
Closing
The transactions are expected to close during 1Q11, and will be
financed with the Company's cash reserves and available lines of
credit. The acquisition of AEF is subject to the satisfaction
of customary conditions to closing, including the approval of
Mexico's Federal Competition
Commission. The acquisition of AFI is subject to the execution of
the corresponding acquisition documents.
Conference Call to Discuss the Transaction
Independencia will hold a
conference call to discuss the transaction with the investment
community tomorrow, December 23, 2010
at 11:00 am U.S. EST (10:00 am Mexico City Time). The conference call
can be accessed by dialing 866-393-9621 (U.S.) or 706-758-4196
(international) and entering passcode 33739819. 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 12:00
pm EST on December 23 and
11:59 pm EST on December 30, 2010. The replay is accessible by
dialing 800-642-1687 (U.S.) or 706-645-9291 (international) and
entering passcode 33739819.
A slide presentation will also be available beginning
December 23, 2010 at 8:00 am U.S. ET (7:00
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.
About Financiera Independencia:
Financiera Independencia, S.A.B. de C.V., SOFOM, E.N.R.
(Independencia), is a Mexican
microfinance lender of personal loans to individuals and working
capital loans through group lending microfinance. Independencia provides microcredit loans on an
unsecured basis to individuals in the low-income segments in
Mexico in urban areas of both the
formal and informal economy. As of September
30, 2010, Independencia had
a total outstanding loan balance of Ps.5,603.3 million, operated
370 offices in Mexico and
Brazil and had a total labor force
of 11,153 people. The Company listed on the Mexican Stock Exchange
on November 1, 2007, where it trades
under the symbol "FINDEP". On November 30,
2009 Independencia launched
a sponsored Level I American Depositary Receipt (ADR) program in
the United States. Each ADR
represents 15 shares of Independencia common stock and trades
over-the-counter (OTC). More information can be found at
www.independencia.com.mx
Some of the statements contained in this press release
discuss future expectations or state other forward-looking
information. Those statements are subject to risks identified in
this press release and in Financiera Independencia's filings with
the Mexican Stock Exchange. Actual developments could differ
significantly from those contemplated in these forward-looking
statements. The forward-looking information is based on various
factors and was derived using numerous assumptions. Our
forward-looking statements speak only as of the date they are made
and, except as may be required by applicable law, we do not have an
obligation to update or revise them, whether as a result of new
information, future or otherwise.
This press release does not constitute an offer for the sale
of or a solicitation of offers to purchase any securities. The
shares expected to be issued in the capital increase will not be
registered under the US Securities Act and may not be offered or
sold in the United States absent
registration or an applicable exemption from registration
requirements.
SOURCE Financiera Independencia, S.A.B. de C.V., SOFOM,
E.N.R.