The tender offer (OPA) released on Tuesday by the Spanish CaixaBank (La Caixa) on 100% of BPI’s capital, where it already owns 44.39%, was a surprise half, as was expected given treat- is a controlling shareholder, but without the power to corresponding influence. BPI’s entry in the race for the New Bank, which requires mobilization of funds, is the justification for the Spanish group to propose control (de facto) BPI and end the limits voting rights to 20% of the capital.
This is only the beginning of a process whose outcome depends on the reaction of the remaining shareholders of BPI, in particular businesswoman Isabel dos Santos (18.6%) and German insurer Allianz (8.4%), which together dominate 27% the capital. And the negotiations that will start among all (including management), and they will not leave out the price offered by La Caixa: 1,329 euros per share. This has led to a premium of 27% on the price of the Portuguese bank to Monday (1,043 euros), but that is the minimum amount that the Spanish group could propose in the Tender Offer (the average of the last six months). Hence it is expected that the possibility of price revisions could trigger a more lively response from investors. Although shareholders are free to decide whether to accept the invitation of La Caixa (which, being a mutual, can buy, but can not be bought), it is anticipated that the current structure of BPI’s capital will change substantially.
The final configuration of the market supply will depend on the outcome of the initiative, which can be translated in an adjustment of power relations internal shareholders, with continued in the BIS capital of other relevant shareholders, but with the Spanish rule ; or, conversely, with La Caixa to take the entire capital.
The Allianz may be interested in staying in BPI to use the sales network to sell its insurance and Isabel Santos has the association in Angola BFA (that is also a shareholder). The La Caixa has said it will maintain presence in Angola BFA (which is dominated by BPI). The question is whether what league Allianz and Isabel dos Santos to BPI justified preserve the size of their holdings, since there will now be an investor with a predominance.
It was 6 am in Lisbon, when the CaixaBank (La Caixa ) announced the takeover bid for BPI, which led the CMVM to suspend trading in shares of the Portuguese bank. And though yesterday have caught by surprise the market, was written in the letters that later or earlier would be an initiative. The interest of the Spanish mutual became unavoidable in April 2012, when it acquired the Brazilian Itaú the participation of 18.87% of the BPI, paying 93.4 million euros (50 cents per share) and now holds 49% (which was later to fall to the current 44%).
It then became clear that La Caixa would not accept to stay for much longer without the power to influence the corresponding investment. BPI’s statutes do not allow voting at a general meeting with more than 20% of the capital (regardless of the investor has 80%). This rule was intended to ensure a balance between major shareholders with equivalent positions. And even outside the Itaú in 2012, the BPI capital holdings did not exceed 20% of the capital.
One of the justifications of La Caixa to proceed with the OPA was the desire to bury the rule that limits the voting rights to 20%. Despite their offer (investment of more than EUR billion) target 100% of BPI’s capital, the requirement of effectiveness is restricted to over 50% of BPI. This is because for desblindar the statute requires only 75% of votes at the General Meeting. But suffice to ensure 5.9% of the shares (including those that are dispersed by small investors) for La Caixa from shareholders ensure the margin you need.
The unexpected movement of the Catalan group comes at a particular framework that combine several themes: the actual situation of BPI and the willingness to study the purchase of the New Bank, which requires a capital increase; the La Caixa relation to your investment and the need to desblindar the statutes; the consolidation of the financial system and its reconfiguration with the disappearance of BES (18% of the market).
The heads of the Spanish mutual, based in Catalonia, have made it clear that the success of the OPA is a necessary condition to support the BPI in the purchase of the New Bank, which requires the highest possible volume and new feature to shareholders, which will dilute the capital. Generous funds that La Caixa does not release without changing BPI’s statutes because, from their point of view, it is difficult to explain more investments with the current ratio of internal forces. By ensuring 55% of the capital, CaixaBank shall consolidate the BPI in its accounts, which can also help address the issue BFA. Due to European regulatory change, the ECB requires the institutions under its jurisdiction contabilizem 100% [so far the requirement ranged from 0% to 20%] the exposure impact large exposures units operating in markets ranked with different inspections of Europe, as in the case of Angola.
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