Spanish launch takeover bid to keep 100% of BPI – publico

 
         

                 

                         
                     

                         

                 

 
 

After the two largest shareholders of BPI have broken the agreement announced to the market last April 11, and that allowed the bank to reduce exposure to the Angolan market, Spain’s Caixabank decided to spend the attack and advanced this Monday! fair with a public tender offer (OPA) to pass control 100% of the capital of the bank led by Fernando Ulrich.

the Spanish are proposed to pay 1.113 euros per share non-controlling BPI and justify the price as the average of the bank’s share price over the past six months. However, this figure is 6.5% below the last closing price of BPI, to 1,191 euros. The titles of the bank no longer trade on the stock exchange since April 8, as determined by the regulator.

The contrast is also 16% below the 1,329 euros that the Caixabank evaluated each BPI share in February 2015, in what was the first takeover bid launched by the Catalan group. At the time, the price also represented the weighted average price of the six months preceding the date of the offer, but it meant a premium of 27% on the evaluation of the bank at the time.

After the February 2015 takeover bid , management of the bank, such as the law, was called to decide on the value of the offer, saying at the time that the value of 1,329 euros did not reflect “the current value of the BPI, so not recommended to its shareholders to accept that offer. “

at the time, the administration led by Fernando Ulrich defended the bank a fair price of 2.26 euros per share.” This amount is divided into 1.12 euros by activity domestic and international by 0.92, which amounts to 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 in OPA February 2015, or 103% above the value of the offer that was made on Monday.

conditional offer to deshielded the statutes

the OPA February 2015 ultimately ended without success, since Isabel holding dos Santos, Santoro Finance, which directly controls 18.58% BPI, prevented the proposed deshielded the statutes made in the general assembly bank in June last year.

BPI’s statutes do not allow any shareholder vote with more than 20% of the capital at general meetings, regardless of the number of shares held. This limitation prevented CaixaBank, which holds 44.10% of the shares, to vote with more than 20% of the capital.

That’s why the Spaniards will now return to condition the success of the tender offer announced today the deshielded the statutes. In a statement sent to the Portuguese Securities Market Commission (CMVM) says the offer “is subject to elimination of Banco BPI’s voting rights limit, to acquire more than 50% of Banco BPI’s capital and obtain applicable regulatory approvals “.

But, unlike happened last year at this time the Caixabank can count on an ally of weight since last week the Government sent for promulgation to the presidency a diploma amending the Portuguese Securities Code and that puts an end to the rule of shielding the statutes in listed companies. If Marcelo Rebelo de Sousa give green light to the new law in practice Isabel dos Santos loses the kind of veto which holds the BPI, as the Spanish side Caixabank may, without limitation, voting with 44.10% of capital they hold.

Spanish request additional tolerance to the ECB

with this solution, Caixabank is to open the way to send the BPI and also gets the power to problem solve alone bank in Angola.

As the European Central Bank (ECB) does not recognize the Angolan supervision, forced the bank Fernando Ulrich to reduce its exposure to this market where BPI controls 50.1% of the capital Banco de Fomento Angola (BFA). The remaining 49.1% is held by Unitel, an Angolan operator controlled by businesswoman Isabel dos Santos.

On April 11, the two largest shareholders of BPI announced to the market have reached an agreement to solve this problem which has long dragged on, (probably from the sale of part of the BFA Isabel dos Santos and the output of this BPI), but this weekend week BPI’s management announced the breakdown of negotiations.