M&A - BANCOLOMBIA SA

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000119312525068822

Filing Summary: Bancolombia S.A. is undertaking significant changes to its corporate structure by establishing Grupo Cibest S.A. as a holding company. This transformation involves a series of corporate transactions and will modify the ownership structure for shareholders. Current shareholders of Bancolombia will become shareholders of Grupo Cibest while retaining their proportional ownership of assets. The transition is structured into three main steps: 1) The transfer of assets from Bancolombia Panama, including a merger with Sociedad Beneficiaria; 2) Distribution of assets from Banca de Inversión Bancolombia to Bancolombia; and 3) Final distribution of assets to Grupo Cibest. The transformation is designed to enhance capital efficiency and growth potential, preserving financial strength and stakeholder interests. Shareholders will not have to take any action for this transition, ensuring a smooth changeover to the new share structure.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000119312525061412

Filing Summary: Bancolombia S.A. announced a series of corporate structure changes, including the creation of holding company Grupo Cibest S.A. Shareholders are invited to an Extraordinary General Shareholders’ Meeting on April 23, 2025, to discuss and approve corporate structure modifications, including a merger between Bancolombia S.A. and Sociedad Beneficiaria BC Panamá S.A.S. Additionally, the meeting agenda includes asset distribution considerations involving Banca de Inversión Bancolombia S.A. and Grupo Cibest S.A. The SEC declared the registration statement on Form F-4 effective on March 21, 2025, which pertains to shares to be issued in connection with these changes. Bancolombia also proposes an extraordinary dividend of COP 600,180,048,000, equivalent to COP 624 per share, to be paid on April 29, 2025, following discussions on the profits and allocations of reserves. The company has confirmed that all necessary processes for the shareholders' meeting have been performed or obtained.

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Form Type: 425

Filing Date: 2025-03-04

Corporate Action: Merger

Type: New

Accession Number: 000119312525045750

Filing Summary: Bancolombia S.A. announces that it has received approval from the Financial Superintendence of Colombia regarding its plans to modify its corporate structure by creating a holding company named Grupo Cibest S.A. The resolutions include a non-objection to the merger of Sociedad Beneficiaria BC Panamá S.A.S. into Bancolombia and the approval to distribute certain assets and subsidiaries from Banca de Inversión Bancolombia and Bancolombia to the new Grupo Cibest. Following these approvals, Bancolombia's corporate structure changes will be proposed to shareholders at an Extraordinary General Shareholders’ Meeting scheduled for April 23, 2025. Additionally, Bancolombia has filed Form F-4 with the US SEC to register shares to be issued by Grupo Cibest in relation to these corporate changes, with a preliminary prospectus included therein. Shareholders are advised to review the details in Form F-4 which will contain essential information regarding these changes.

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Form Type: 425

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000119312525005286

Filing Summary: Bancolombia S.A. announces the publication of notices regarding a merger by absorption and distribution of certain assets. The company is modifying its corporate structure by creating a holding company named Grupo Cibest S.A. The notice details the merger by absorption of Sociedad Beneficiaria BC Panamá S.A.S. by Bancolombia, the distribution of assets and subsidiaries to Bancolombia from Banca de Inversión Bancolombia S.A. Corporación Financiera, and the distribution of certain assets and subsidiaries to Grupo Cibest. Furthermore, Bancolombia has filed a registration statement on Form F-4 with the SEC to register the common and preferred shares related to these corporate changes. Shareholders are encouraged to review the Form F-4 for significant details regarding the modifications.

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