“The board of directors believes that the price of 1,329 euros per share offered by CaixaBank” through the Tender Offer, “does not reflect the actual value of BPI and is therefore not recommended to its shareholders to accept that offer.”
Thus, the BPI Board of Directors, led by Artur Santos Silva, rejects takeover bid (OPA) launched by CaixaBank (the group La Caixa) on the majority of its capital, for not reflect the real value of the institution. BPI believes that the fair price is not of 1,329 euros. From your point of view, the statement sent to the capital market regulator, the management of the bank argues that the price reflects the value of the shares is 2.26 euros per share. This value is divided into 1.12 euros for domestic operations and 0.92 for international, totaling 2.04 euros. Then there is still to rely on 0.22 euro of the synergies “announced by the offeror.” Thus, one comes to 2.26 euros, ie 70% higher than by title offered by CaixaBank. “The offer price does not reflect the current value of the corresponding BPI to the aggregate value of dome stic activity and international activity, or share with the shareholders of the bank synergies announced by the offeror,” reads the statement.
According to this BPI’s governing body, chaired by Artur Santos Silva (bank founder), “from 16
December 2014 BPI’s share price was significantly penalized by the statement issued by the BPI on that day, on the loss of equivalent supervision in Angola “, which says the board, undermines a simple average of the last six months, as did the CaixaBank.
Despite the 12 members of the administration were present at the meeting, and who have shares of BPI, have all decided by the “rejection” of selling their shares in the Tender Offer, the reading of the report that says the issue prospectus of the takeover of CaixaBank (which has 44.1% of the bank Portuguese), shows that their content was not consensual: four investors, among which is Mário Silva, who is Isabel dos Santos (19%), objected on the grounds that the offer to the management response omits relevant aspects that should have been addressed. In addition to Mario Silva, also Armando Leite de Pinho (Arsopi), Edgar Alves Ferreira (Guitars) and Alfredo Almeida Rezende voted against the report as it was made (and approved by the majority).
The representative of Isabel dos Santos asked it to submit an explanation of vote, to clarify its argumentos.Para Mario Silva, the “documents submitted by CaixaBank and on which the Council acts contain a number of defects that impair its analysis.” The manager points out “the regulatory approvals that the offeror [CaixaBank] have requested and for which there is no visibility”, the “strategic plans of CaixaBank for the markets in which BPI is present”, the “order affecting the interests of offeree company “as workers, and even” the effects of consolidation for accounting and prudential purposes of CaixaBank in BPI. “
The manager representing the interests of the Angolan businesswoman in Portugal argues that the management of BPI should have “issued its opinion on matters as important and fundamental as the target of ongoing projects in
Angola and Mozambique and the lack of cultural CaixaBank’s proximity to these projects, the fate of the partnership with the Group Allianz “, the third largest shareholder of BPI, with 8%, and partner in the management of Cosec insurance.
At the same time, and once the BPI already stated be in the running to buy the New Bank (former -BES), Mario Silva argues that the takeover of the Catalans have “an opportunistic nature” which, he says, is shown in the report. However, considers that it should have gone “far away”. “This offer is, in my opinion, inappropriate and not in line with the
best interests of the institution, its shareholders, its employees and other stakeholders , with the board of directors return so readily as possible to the analysis of consolidation options “he said.
After being known its intention to launch a takeover bid by the Catalans, Isabel dos Santos came promote a fusion of BPI with BCP (both present in Mozambique and Angola).
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