Overseas investment decision for case 200910011 - Bank of America Corporation

On 1 January 2009 the Applicant, a US entity, and Merrill Lynch & Company, Inc. (Merrill Lynch), also a US entity, completed a merger under which a wholly-owned subsidiary of the Applicant, MER Merger Corporation, merged with and into Merrill Lynch (the Merger).

Merrill Lynch now continues as the surviving company and subsidiary of the Applicant and is owned 100% by the Applicant.

The Applicant acquired an interest in Veda NZ as a result of a much larger merger between the Applicant and Merrill Lynch.

The Applicant sees acquiring Merrill Lynch as an opportunity for it to add to its position as a world leading financial institution. The Merger also makes the companies more valuable because of the synergies of the businesses. After the acquisition the Applicant is the world's number one underwriter of global high yield debt, the third largest underwriter of global equity and the ninth largest adviser on global mergers and acquisitions.

In relation to Veda NZ, the Applicant believes that Veda's growth prospects are attractive, and that Veda is a sound investment for the funds managed by Merrill Lynch and now assumed by the Applicant. As a result of the Merger between the Applicant and Merrill Lynch, Veda NZ is now ultimately owned 50% by the Applicant and 50% by Pacific Equity Partners Fund III.

The overseas investment transaction has satisfied the criteria in section 18 of the Overseas Investment Act 2005.