After the transaction, the intention is that BPI remains as a listed company
• The cash offer is subject to exceeding 50% of the share capital in BPI and the removal of BPI’s 20% cap on voting rights.
• CaixaBank, a BPI shareholder for the last twenty years, is currently the largest shareholder with a 44.1% stake and has four directors on the board of the Portuguese bank, which serves 1.7 million customers in the country.
BARCELONA, 19-2-2015 — /EuropaWire/ — CaixaBank, the market leader in the Spanish financial sector, today announced its intention to make a voluntary public tender offer in cash to acquire all outstanding shares that it does not already own in Banco BPI, S.A., in which CaixaBank is already the largest shareholder with 44.1% of the share capital and four members of the Board of Directors.
The offer for Portugal’s fourth largest bank by business volume, at a price of 1.329 euro per share, is 27% higher than BPI’s closing share price on 16 February 2015. The offer price is equal to the weighted average price for the last 6 months, which for the purposes of Portuguese regulations, is considered the equitable price. The offer is subject to CaixaBank receiving acceptances which will increase its shareholding in BPI over 50%, as well as the removal of the current 20% voting cap set out in BPI’s bylaws. The removal of this voting cap requires the approval of at least 75% of share capital represented at the BPI annual general meeting, to be convened for that purpose, at which CaixaBank’s voting rights are limited to 20%.
CaixaBank, chaired by Isidro Fainé and managed by CEO Gonzalo Gortázar, believes its voting rights in BPI should be proportional to its financial interest.
The offer, which will be filed with the Portuguese Securities Market Commission (CMVM) once the relevant regulatory approvals are granted, is expected to be completed during the second quarter of 2015.
Support for the BPI management team
CaixaBank plans to continue to support BPI’s management team which has successfully shielded BPI from the instability that has shaken the financial industry in recent years. CaixaBank has full confidence in the current management team’s ability to fully exploit the Portuguese economic recovery.
Furthermore, in order to help drive BPI’s profitability in the Portuguese market, CaixaBank will evaluate and propose potential areas for cooperation between the two banks, seeking to generate synergies, reduce costs and find additional sources of revenues. In addition, the current bancassurance model with Allianz Portugal will be continued. Such initiatives are expected to generate synergies which would benefit all BPI shareholders and improve the BPI’s cost-to-income recurrent ratio from the 85% at the end of 2014 to 50% by 2017.
The offer is also expected to have a positive impact on CaixaBank’s recurring earnings per share from the outset. The preliminary estimated impact on CaixaBank capital stands at between 80 and 140 basis points, assuming a take-up of between 5.9% and 55.9%. In any case, CaixaBank’s target is to maintain a capital ratio fully loaded CET1 above 11% after the transaction in order to continue to be among the European banks with higher solvency levels.
It is CaixaBank’s wish for BPI to remain a listed company after the completion of the offer and to continue to create value for all shareholders, whether or not represented in the board, including those shareholders that decide not to tender their shares in the offer.
Deutsche Bank is acting as financial advisor and Uría Menéndez as legal advisor to CaixaBank in this transaction.
A twenty-year partnership
CaixaBank first invested in BPI in 1995, with a long-term view to support BPI’s objective of establishing itself as a leading bank in Portugal. As a part of this strategy, which still applies today, CaixaBank is now seeking to end the asymmetry between its financial holding and its board representation, increasing its share capital position and thus taking a greater role in the future development of BPI.
In 2012 CaixaBank was granted an exemption from the CMVM to exceed the 1/3 capital threshold without having to launch a mandatory takeover bid, due to the cap on shareholder voting rights and subject to a series of conditions, such as CaixaBank agreeing not to designate any more directors than the four board members it had at the time.
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