Banco do Brasil Announces The Expiration Of Its Previously-Announced Exchange Offer

SAO PAULO, Oct. 22, 2014 /PRNewswire/ -- Banco do Brasil S.A., acting through its Grand Cayman Branch (the "Issuer"), today announced that (i) its previously-announced offer to exchange any and all of the Issuer's outstanding 8.50% Perpetual Non-cumulative Junior Subordinated Securities (the "Existing Securities") for Newly-Issued 8.50% Perpetual Non-cumulative Junior Subordinated Securities (the "New Securities") (the "Exchange Offer") has expired, (ii) it will not accept for exchange any Existing Securities, and (iii) it will return all applicable tendered Existing Securities to the respective holders, without making any payment of any consideration or fee to any Eligible Holder or soliciting dealer, in accordance with the Exchange Offer Memorandum (as defined below). The Exchange Offer was made pursuant to the exchange offer memorandum dated September 23, 2014 and supplemented on October 2, 2014 (the "Exchange Offer Memorandum"), and the accompanying amended and restated letter of transmittal dated October 2, 2014.

Despite significant investor interest in the Exchange Offer, the Issuer has determined that developments in the current market environment would or might impair the Issuer from realizing the liquidity levels it anticipated for its investors through the Exchange Offer. In accordance with the Exchange Offer Memorandum, the Issuer has therefore opted to not accept any Existing Securities for exchange for New Securities in the Exchange Offer.

This notice to the market does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. The Exchange Offer was not and will not be registered with the Brazilian Securities and Exchange Commission (CVM) or under the U.S. Securities Act of 1933, as amended. This notice to the market is released for disclosure purposes only, in accordance with applicable legislation. It not does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Issuer. This notice to the market is not for distribution in or into or to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia or in any jurisdiction where it is unlawful to release, publish or distribute this announcement.

Forward-Looking Statements

This notice includes and references "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may relate to, among other things, the Issuer's business strategy, goals and expectations concerning its market position, future operations, margins and profitability.

Although the Issuer believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.

The Issuer undertakes no obligation to update any of its forward-looking statements.

Jose Mauricio Pereira Coelho
Director
Banco do Brasil S.A.

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SOURCE Banco do Brasil S.A.