By Matthew Cowley and Rogerio Jelmayer
SÃO PAULO--A minority shareholder in CorpBanca SA said Tuesday
it has asked a New York court to halt a merger of the Chilean bank
with Brazil's Itaú Unibanco Holding SA, alleging Chilean executives
committed fraud to bail out a struggling conglomerate.
In January, Itaú agreed to combine its existing Chilean bank
with CorpBanca and invest $650 million in the business. If the deal
goes through, Itaú would own about 33.58% of the new bank and
largely control the operation, while Alvaro Saieh, CorpBanca's
controlling shareholder, would own 32.92%. The new bank would
become the fourth-largest in Chile by assets, with some $45 billion
in assets, according to Itaú.
Cartica Management LLC, which has been criticizing the merger
plan, in a statement Tuesday claimed that Mr. Saieh and other
executives secured a "financial bailout" for his holding company,
CorpGroup SA, in exchange for handing control of CorpBanca to
Itaú.
"Mr. Saieh used fraud to extract a control share premium for his
majority stake in CorpBanca as well as numerous other short- and
long-term benefits," Cartica said.
CorpGroup owns SMU SA, a troubled supermarket chain that has
weighed on the broader conglomerate, which also includes media firm
Copesa SA. CorpBanca's funding costs jumped after SMU's troubles
deepened last year. SMU has launched an aggressive turnaround
strategy.
Cartica said its funds own about 3.2% of CorpBanca's shares.
Cartica, a Washington, D.C., asset manager, said it has filed
the complaint in the United States District Court of the Southern
District of New York against CorpBanca, Mr. Saieh, CorpBanca's
directors, and its chief executive and chief financial officers,
among others.
A spokesman for CorpGroup and Mr. Saieh wasn't immediately
available to comment Tuesday. CorpGroup previously has rejected
Cartica's complaints and said the deal provides equal treatment to
all shareholders. It has said the deal meets all Chilean laws and
that when two companies merge, there is no need for a public tender
offer for shares outstanding.
Itaú didn't immediately respond to a request for comment.
Write to Matthew Cowley at matthew.cowley@wsj.com and Rogerio
Jelmayer at rogerio.jelmayer@wsj.com
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