BNP Paribas in €14.5 Billion Acquisition of Fortis

October 7, 2008

Cleary Gottlieb is representing BNP Paribas in its announced acquisition of Fortis’ operations in Belgium and Luxembourg, as well as the international banking franchises, for a total consideration of €14.5 billion.

Following the acquisition by the government of the Netherlands of Fortis Bank Nederland (Holding) N.V., including Fortis’ interest in ABN Amro Holding N.V. and the Dutch insurance activities, the State of Belgium will raise its stake in Fortis Bank SA/NV to 100%.

Under the terms of the transaction, BNP Paribas will then acquire from the Belgian State 75% of Fortis Bank SA/NV and 100% of Fortis Insurance Belgium, and acquire 16% of Fortis Banque Luxembourg from the Luxembourg State, taking its controlling interest in Fortis Banque Luxembourg to 67%. BNP Paribas will acquire its interest in Fortis’ banking business in Belgium and Luxembourg for €9 billion paid in newly-issued BNP Paribas shares. Fortis Insurance Belgium will be acquired for a cash consideration of €5.5 billion. As a consequence, the Belgian and Luxembourg states will become shareholders of BNP Paribas, with stakes of 11.6% and 1.1% respectively, and Belgium will appoint two new members to join the BNP Paribas board.