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HSBC extends
offer for Safra Republic Holdings S.A.
25
October 1999
HSBC EXTENDS PUBLIC TENDER/EXCHANGE OFFER FOR
SAFRA REPUBLIC HOLDINGS S.A.
HSBC has extended to 5:00pm (Luxembourg/Swiss
time) on 30 November 1999 the expiration of the
offer period for its public tender/exchange offer
for all issued shares of common stock, par value
USD2.50 each, of Safra Republic Holdings S.A.
not owned directly or indirectly by Republic New
York Corporation or Safra Republic. HSBC previously
had extended the offer period to 5:00pm (Luxembourg/Swiss
time) on 29 October 1999. HSBC has been advised
that approximately 20,784,080 shares have been
tendered and not withdrawn pursuant to the Offer.
Republic has announced previously that it is
investigating certain activities of the Futures
Division of Republic New York Securities Corporation.
In light of, among other matters, the facts uncovered
by the continuing investigation and the timing
and status of regulatory approvals and the Republic
stockholder meeting to be held to approve the
Merger, HSBC may determine, subject to the terms
and conditions of the Transaction Agreement and
Plan of Merger, dated as of 10 May 1999, among
HSBC, Republic and Safra Republic and the Offer
Prospectus dated 1 September 1999, to extend the
Offer Period again on one or more occasions. As
announced previously, while reserving all rights
that it may have under the Transaction Agreement,
HSBC continues to work with Republic and Safra
Republic toward closing of the Republic merger
and the Safra Republic tender/exchange offer in
accordance with the Transaction Agreement.
HSBC will publish a formal notice of extension
as soon as possible in accordance with the provisions
of the Offer Prospectus.
By way of variation of the terms and conditions
of the Offer contained in the Offer Prospectus,
holders of Safra Republic common stock who tender
their shares at any time prior to the expiration
of the Offer (including any further extension
thereof) will be permitted to withdraw their tenders,
should they choose to do so. Shareholders who
wish to withdraw tendered shares of Safra Republic
common stock should follow the procedures set
forth in the prior notice of extension published
in the Luxemburger Wort on 30 September 1999 and
in Le Temps and Neue Zuercher Zeitung on 29 September
1999. The withdrawal procedures were also included
as Annex A to the press release issued by HSBC
on 28 September 1999.
The Offer is being made to holders of Safra Republic
common stock solely by means of the Offer Prospectus
dated 1 September 1999 and the green Acceptance
Forms (other than for United States shareholders,
who should also receive the blue Supplemental
Offer Document for United States Shareholders
dated 1 September 1999 and the yellow Acceptance
Forms for United States Shareholders). Copies
of the Offer Prospectus, blue Supplemental Offer
Document for United States Shareholders, green
Acceptance Forms and yellow Acceptance Forms may
be obtained from Republic National Bank of New
York (Luxembourg) S.A., 32 boulevard Royal, L-2449
Luxembourg (Telephone: 352-47-93-31-221) or from
UBS AG, Bahnhofstrasse 45, 8098 Zurich, Switzerland
(Telephone: 41-1-238-11-11). United States holders
of Safra Republic common stock may obtain the
Offer Prospectus, the blue Supplemental Offer
Document for United States Shareholders and the
yellow Acceptance Forms from HSBC Bank USA, the
U.S. Forwarding Agent for the Offer, at HSBC Bank
USA, Issuer Services, 140 Broadway, Level A, New
York, NY 10005-1180 (Telephone: 800-662-9844).
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