Scotiabank Purchases Baninter Assets

On September 18, 2003, Scotiabank purchased 39 branches and a selected portion of the commercial, personal and credit card loan portfolio of Banco Intercontinental SA (Baninter), which is currently being liquidated by the Dominican Republic financial authorities. Scotiabank also agreed to hire approximately 460 former employees of Baninter. The definitive agreements provide for a period of three months from the closing date for the acquired branches to be converted into Scotiabank branches and for the selected loan portfolio to be purchased by Scotiabank. While Scotiabank is not assuming any liabilities of Baninter, it will assist acceptable customers of Baninter to open a Scotiabank account. The value of the deal is undisclosed.

Scotiabank also signed a management agreement with the Dominican Republic authorities which provides that, for a period of 18 months, Scotiabank will act as manager of a portion of Baninter’s commercial, personal and credit card loan portfolio, which Scotiabank did not purchase with the objective of maximizing recoveries under that portfolio. As a result of the transaction, Scotiabank has more than doubled the size of its operations in the Dominican Republic.

The Bank of Nova Scotia’s legal team was led by in-house counsel Deborah Alexander; and assisted in Canada by Ian Arellano and Alejandra Flah of McCarthy Tétrault LLP; in the Dominican Republic by Andrés Bobadilla and Fernando Henríquez of Grisolia & Bobadilla; and in the US by Kenneth Blackman, Joseph Stern, Angelique Mamby and Peter Simmons of Fried, Frank, Harris, Shriver & Jacobson LLP in New York.

The Central Bank of the Dominican Republic was represented by in-house counsel Manuel Rubio Cristóforis and Claudia Alvarez; and the Superintendence of Banks of the Dominican Republic was represented by in-house counsel Shirley Acosta and Ricardo Herrera. The Central Bank, the Superintendence and the Liquidation Commission of Baninter were also represented by Wellington Ramos and Ricardo Ramos of Bufete Ramos Messina in the Dominican Republic.

Lawyer(s)

Ian W. Arellano Kenneth R. Blackman Fernando Henriquez Angelique C. Mamby Pannell Peter L. Simmons Andrés Bobadilla

Firm(s)

Fried, Frank, Harris, Shriver & Jacobson LLP McCarthy Tétrault LLP Grosilia & Bobadilla