CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1933
For the month of February 2005
BANCOLOMBIA S.A.
(Translation of Registrant's name into English)
Calle 50 No. 51-66
Medellin, Colombia
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
(Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- .)
This Report on Form 6-K shall be incorporated by reference into the registrant's
registration statement on Form F-3 (File No. 333-12658).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BANCOLOMBIA S.A.
(Registrant)
Date: February 18, 2005 By /s/ JAIME ALBERTO VELASQUEZ B.
------------------------------------
Name: Jaime Alberto Velasquez B.
Title: Vice President of Finance
[BANCOLOMBIA GRAPHIC]
BANCOLOMBIA BOARD OF DIRECTORS DECISIONS RELATED TO THE MERGER OF
BANCOLOMBIA, CONAVI AND CORFINSURA
MEDELLIN, COLOMBIA. FEBRUARY 18, 2005
In a meeting today, The Board of Directors of BANCOLOMBIA authorized the
officers of Bancolombia to continue with the contemplated business combination
with Conavi and Corfinsura under the following terms:
1. Business Combination Stages
For the business combination between the three entities, a spin off of
Corfinsura is expected to take place, which will separate part of Corfinsura's
investment portfolio of shares, particularly those pertaining to the industrial
sector, in addition to a portion of its shareholder's equity and liabilities,
into a new entity. Said entity will be an investment company (as opposed to a
financial entity).
Once the aforementioned spin off has been completed, a merger among Conavi,
Bancolombia and Corfinsura (after the spin off) will be formalized. The entities
will combine through a stock for stock merger, in which Bancolombia will be the
surviving entity.
According to the foregoing, the merger of Conavi, Bancolombia and Corfinsura
will remain subject to the condition that the spin off of Corfinsura is first
perfected.
2. Valuation of the Entities
In the same meeting, the board analyzed the independent technical valuation
study presented by BNP Paribas S.A. which contains, among other things: (i) the
relative valuation of the respective contributions of Bancolombia, Conavi and
Corfinsura for the merger and (ii) the exchange ratio applicable to the
contemplated merger between the aforementioned entities.
According to the study, the relative valuation of the respective contributions
is the following:
Bancolombia: 75,5%
Confinsura (post spin-off): 12,7%
Conavi: 11,8%
Including the stock that Bancolombia and Confinsura hold of Conavi before
completing the merger, which is 28,5188% and 6,4639%, respectively, as well as
4,6131% of the stock that Bancolombia currently holds of Corfinsura, once the
merger is completed, it is estimated that the shareholders of Bancolombia will
hold 79,25% of the merged entity, while shareholders of Conavi and Corfinsura
will hold the remaining 20,75%.
3. Exchange Ratio
According to the same study, the proposed exchange ratio for Conavi shareholders
will be one (1) share of Bancolombia common stock or one (1) share of
Bancolombia preferred stock without voting rights, at the shareholder's option,
for 115,39184295 shares of Conavi. The proposed exchange ratio for Corfinsura
shareholders will be one (1) share of Bancolombia common stock or one (1) share
of Bancolombia preferred stock without voting rights, at the shareholder's
option, for 1,48709574 shares of Corfinsura, once it has completed the spin off.
4. Fairness Opinion
Credit Suisse First Boston LLC assisted Bancolombia's board of directors in
evaluating the exchange ratios provided in the merger agreement and the BNP
report.
5. Decisions Taken by the Board of Directors
Finally, based on the foregoing, the board of directors decided to submit the
matter of the contemplated merger described herein to the consideration of
Bancolombia's shareholders at the General Shareholders Meeting for their
approval.
Particularly, the directors unanimously decided:
1. To authorize the officers of Bancolombia to sign, on behalf of Bancolombia,
the merger agreement with Conavi and Corfinsura based on the terms suggested by
the BNP Paribas S.A. valuation study.
2. To authorize the officers of Bancolombia to begin taking all of the steps
necessary to consummate the merger, including obtaining any required
authorizations, with the objective of completing the merger in a timely fashion.
3. To order the notice of the ordinary General Shareholders Meeting on March 28,
2005 at 10:30 a.m. in the Teatro Metropolitano de Medellin (Medellin
Metropolitan Theater), where, in addition to the issues pertaining to the
ordinary meeting, the following items will be submitted for the consideration
and approval by the shareholders: (i) the approval of the merger agreement that
the Entities will sign; (ii) the increase in authorized capital to accomplish
the exchange of shares, among other things; and (iii) the issuance of common and
preferred shares.
The board of directors cautions that the contemplated transaction will be
subject to approval at the General Shareholders Meetings of each of the three
Entities and relevant regulatory authorities.