Exchange offer launched by Unibanco

Exchange offer launched by Unibanco Holdings where holders of pairs of preferred shares of Unibanco ? União de Bancos Brasileiros S.A. (?Unibanco?) and holders of or pairs of class ?B? preferred shares of Unibanco Holdings S.A. (?Unibanco Holdings?) had the opportunity to exchange their shares for Units. The Units are certificates issued by Unibanco and traded on both New York and São Paulo stock exchanges representing, each of them, one class ?B? preferred share of Unibanco Holdings and one preferred share issued by Unibanco ? União de Bancos Brasileiros S.A.

The exchange offer was conducted through two special auctions held on September 22, 2003 and October 30, 2003 at the São Paulo Stock Exchange (Bolsa de Valores de São Paulo ? Bovespa).

Credit Suisse First Boston CTVM S.A. and Unibanco acted as financial intermediaries of the Exchange Offer.

The value of the deal was up to 5.154.502.666 class ?B? preferred shares of Unibanco Holdings and 4.931.493.527 preferred shares of Unibanco, at the price of R$49,77 per thousand shares.

Date of closing: Date of approval by the CVM: September 11, 2003, Date of the offer notice: September 15, 2003, First auction at Bovespa: September 22, 2003, Second auction at Bovespa: October 30, 2003.

Commenting the deal to Latin Counsel, a source from Pinheiro Neto said: ?Soon after converting their shares in Units in the first auction at Bovespa, Mizuho Corporate Bank, Ltd. and Commerzbank Aktiengesellschaft sold Units in a R$ 637,023,494.14 global offering of Units closed on September 30, 2003. Since that date, liquidity of shares issued by Unibanco raised 48% according to information disclosed by the São Paulo Stock Exchange. The total shares sold in the global offering represent 8,5% of the total capital stock of Unibanco. According to Unibanco?s investor relations director, Mr. Lucas Melo, the demand of the global offer was 3 times higher than the supply. The main objective of the transaction was to increase liquidity of Units and permit the entrance of the Unibanco shares in the Ibovespa, the leading index of the São Paulo Stock Exchange, which is composed by the 54 most negotiated shares in the market?.

The first auction was held on September 22, 2003 and 85% of the shareholders with shares under custody of Companhia Brasileira de Liquidação e Custódia ? CBLC participated of the exchange offer.

The second auction was held on October 30, 2003 and 1.249.280.740 preferred shares were converted into 624.640.370 Units, which represents 0,9% of the capital stock of Unibanco. At the first auction, 15,6 billion preferred shares were converted into 7,8 billion Units.

Pinheiro Neto Advogados was the counsel of the deal through partner Henrique Lang and associates José Luiz Homem de Mello, Thiago Spercel, and Renata de Souza.

The In-house lawyers of Unibanco working on the transaction were Marcia M. Freitas de Aguiar (General Counsel), Claudia Politanski (Director), Paulo Nunes, Christian Squassoni, and Lucimar Santanna.

In-house lawyer for CSFB was Director Teodoro Z. Bruno de Lima.