Cartica Management, LLC yesterday amended its complaint in the matter of
Cartica v. CorpBanca, Saieh, et al. (Case No.: 14-CV-2258 (PKC)) to,
among other things, include Itaú Unibanco Holding S.A. (ITUB) and Banco
Itaú Chile (together, "Itaú") as Defendants along with CorpBanca S.A.
(BCA) and Álvaro Saieh, its controlling shareholder. Other Defendants
include CorpBanca's Directors, its Chief Executive Officer, and its
Chief Financial Officer; and Saieh's holding companies (together,
"CorpGroup"). The complaint alleges Saieh, Itaú, CorpBanca and the other
Defendants committed violations of anti-fraud provisions and disclosure
requirements of the United States Securities Exchange Act of 1934. The
complaint seeks to enjoin the closing of the proposed transaction. The
case is pending in the United States District Court of the Southern
District of New York.
Saieh, Itaú and CorpBanca are charged in the Amended Complaint with,
among other things, continuing to withhold material information, and
failing to correct material misstatements, even after Cartica filed its
Complaint identifying multiple violations of U.S. securities laws. For
"Our initial complaint made clear that Itaú and the Saieh entities had
formed a group subject to the filing requirements of Section 13(d). We
reasonably thought that Itaú would respond by belatedly complying with
the law by jointly filing a 13D with the Saieh Group," said Cartica's
Managing Director for Corporate Governance Mike Lubrano. "Unfortunately,
Itaú decided to continue to flout U.S. securities law and regulations,
and so we added Itaú as an additional Defendant and have asked the court
to compel Itau to comply with US securities law."
"The Itaú Transaction should be enjoined so that the Boards of
CorpBanca, CorpGroup and Itaú, as well as the Boards of every other
potential acquirer, receive the unmistakable message that any
acquisition of CorpBanca must be fair and transparent," said Cartica
Managing Director Teresa Barger.
"Saieh's, Itaú's and CorpGroup's failure to provide material information
about this fraudulent deal is not mere oversight, it is a critical part
of the plan to pull off this wrongful transaction," Ms. Barger
continued. "Saieh, Itaú and CorpGroup cannot fulfill their disclosure
obligations without revealing to the public that they made a backroom
deal to secure short term liquidity, cash and long-term benefits for
Saieh and CorpGroup.
"The facts are that the piecemeal and delinquent disclosures remain
incomplete, and every new disclosure raises new issues or reveals
additional misstatements," Ms. Barger said. "CorpBanca, Saieh and Itaú
still have not disclosed many documents that would allow minority
shareholders to make informed decisions about the proposed combination.
Nor have they done anything to correct their omissions and
misrepresentations or to end this wrongful scheme. Simply put: Saieh and
the Defendants made or permitted misleading statements and omissions
that led to the Itaú Transaction on its current unfair and undervalued
terms, without CorpBanca's minority shareholders having the opportunity
to take any steps to protect their interests. Shareholders of
U.S.-listed companies deserve better."
About Cartica Management, LLC
Cartica Management, LLC is an alternative asset manager focused
exclusively on Emerging Markets. The core of Cartica's team worked
together in senior leadership positions at the World Bank Group's
International Finance Corporation. With assets under management in
excess of US$2 billion, Cartica's institutional client base includes
pension funds, endowments, and other international investors.
Cartica is headquartered in Washington, DC and is registered as an
investment adviser with the United States Securities and Exchange
Commission. For more information please refer to:
[ Back To NFVZone's Homepage ]