The deal –subject to approval from the Financial Market Commission (CMF) and the National Economic Prosecutor’s Office (FNE) –  values Grupo Security at approximately US$1.25 billion and BICECORP at US$1.88 billion.  It involves a tender offer and share swap, allowing all Grupo Security shareholders to become part of BICECORP.

The merger of Grupo Security and BICECORP would create one of Chile’s largest financial groups with an estimated economic value of US$3.13 billion, total assets of US$37 billion, more than 2.4 million customers, 6,250 employees and 83 branches nationwide, according to figures from last September.

After signing the business closure agreement, Grupo Security’s Chairman, Renato Peñafiel, and BICECORP’s Chairman, Bernardo Matte, emphasized the tremendous complementarity between the two companies and the opportunities for value creation and business growth that this partnership poses for their shareholders, clients and employees.

January 24, 2024

Grupo Security shareholders, representing 65.23% of issued voting shares, signed a business closure agreement today with BICECORP and its holding company, Forestal O’Higgins.  The agreement – subject to the approval of the Financial Market Commission (CMF) and the National Economic Prosecutor’s Office (FNE) – would combine the operations of BICECORP, Grupo Security and their respective subsidiaries.

The deal, which values Grupo Security at approximately US$1.25 billion, would involve a tender offer by BICECORP and Forestal O’Higgins for 100% of Grupo Security shares.  Forestal O’Higgins would purchase 20% of Grupo Security shares at Ch$285 per share and swap newly issued BICECORP shares for the remaining 80%.  The share swap will position BICECORP at 60% ownership and Grupo Security at 40%.  Following the tender offer, BICECORP and Grupo Security would merge.

Once the requirements that refine the deal have been fulfilled, Grupo Security will join BICECORP, creating one of Chile’s largest financial groups with an estimated economic value of US$3.13 billion, total assets of US$37 billion, more than 2.4 million customers, 6,250 employees and 83 branches nationwide, according to figures from last September.

The financial advisors for this negotiation were J.P. Morgan for Grupo Security and Goldman Sachs for Grupo Matte.  The legal advisors were Barros & Errázuriz Abogados and Alcaíno Abogados, respectively.

The parties agreed that BICECORP S.A., Grupo Security S.A., and their respective subsidiaries will continue with the ordinary course of business until the tender offer has been declared successful.  They will honor commitments and agreements with their customers and suppliers while ensuring they properly uphold regulatory and free-competition provisions.

In terms of gross loans, Grupo Security holds 3.1% of the banking market, while Banco Bice has a 3.5% market share.  The integrated bank would be Chile’s seventh largest in loan volume.

In the life insurance industry, the merger would create the third largest company in terms of technical reserves, with 16% of the market, positioning it among the leading companies in the sector.  In investments, it would be the fourth largest third-party asset management firm, with 10.4% of the mutual fund market.

After signing the business closure agreement, Grupo Security Chairman Renato Peñafiel and BICECORP Chairman Bernardo Matte emphasized the tremendous complementarity between the two companies as well as the opportunities for value creation and business growth that this partnership offers in the face of financial industry challenges.  The result will be greater market competitiveness and innovative products that add value for shareholders, customers and employees.

Grupo Security Chairman Renato Peñafiel remarked, “This agreement is consistent with our strategic vision for the future, which involves projecting leadership, addressing the mounting challenges in the financial industry and expanding the range of products and services we offer our customers.” He also noted, “Given the complementary nature of the groups’ companies, we are certain this is an opportunity to add value for our business and the shareholders who have been with us for more than 30 years.”

BICECORP Chairman Bernardo Matte emphasized, “Grupo Security and BICECORP have a history of sustained success in the financial and services industries.  They share a leadership-based corporate and business culture that prioritizes long-term relationships and quality customer service.  Consequently, our agreement is a valuable opportunity to undertake a unique growth project in the financial market.”

The next stages of the deal involve negotiating and signing the final legal agreements between Grupo Security, BICECORP and Forestal O’Higgins shareholders; reciprocal confirmatory due diligence; and the relevant regulatory approvals.  The deal is expected to be finalized in the second half of this year, following the completion of the tender offer, the success of which is dependent upon its acceptance by a minimum of 62% of Grupo Security S.A.’s voting shares.

Security Group and BICECORP

Created in 1991, with more than 30 years of history, the Grupo Security financial group has successfully expanded its value offering by combining organic growth with a strategy of segmentation and innovation.  Today, it is comprised of 13 companies offering comprehensive solutions in the banking, insurance, asset management and services industries, among others.  Its main customers are large and medium-sized companies and high-income individuals.  The Group has always stood out for providing its customers with exceptional service based on quality, professionalism, transparency and trust.

It has also been a pioneer in building a corporate culture that prioritizes respect for people and promotes work-life balance.  For more than 20 years, Group Security has ranked among the best companies to work for in the country in the Great Place to Work ranking.

Created in 1978, BICECORP is the parent company of companies grouped together to satisfy its customers' financial, protection, savings and investment needs.  Its strategy focuses on growing its business to reach more customers and new segments.  Today, as it has throughout its history, it sets itself apart with a  customer-centric approach, supported by an agile model that adapts to changing scenarios and creates value for the BICE Companies and those who rely on our products and services.