Most of BPI’s board of directors came Tuesday to consider timely and friendly public tender offer (OPA) of Caixabank over most of the capital of the institution led by Fernando Ulrich, but ranks low. Already Isabel dos Santos wants the regulator of the capital market, the CMVM, appoint an independent auditor to fix the minimum price of the tender offer.
In a statement sent to the Portuguese Securities Market Commission (CMVM), the late afternoon, BPI administration, led by Artur Santos Silva, asks the Caixabank to raise the price of 1,113 euros per share to 1.54 euros (plus 38%).
According to the same note , the supply of Caixabank of 1,113 euros, reflects “a discount that ranges between 1% and 11% for average prices of BPI, compared with premiums between 15% and 19% in the previous transactions in the European banking sector.” And “the discounts implicit in this provision deviate significantly from premiums of transactions in the European banking sector to an extent ranging from minus 16 percentage points and 28 percentage points less.”
Although the BPI consider the amount of 1,113 euros insufficient, also claims that it is able to rule strictly on the price of 1.54 euros, given the uncertainties, particularly regarding the future of the Bank Fomento de Angola (BFA), which owns 50.1% of capital. This analysis justified a request by the second largest shareholder, Santoro (representing about 20%), Isabel dos Santos:. The appointment by the CMVM of an independent auditor to set the minimum compensation of OPA
regulator “shall be appointed an independent auditor at the expense of Caixabank, to make fixing the minimum consideration to offer in the tender offer of the shares representing the share capital of BPI preliminarily announced, considering that the consideration offered is not fair or equitable” says Santoro. . Isabel company dos Santos also says it has “addressed the CMVM an application for that purpose”
The BPI management’s position had the four administrators opposition Alfredo Rezende de Almeida, Armando Milk pine, Edgar Alves Ferreira and Mario Silva. Mario Silva, who represents Santoro, delivered a statement of protest vote by considering, among other facts, that omit “material” mandatory reporting and analysis of BPI on the OPA are supported on a flawed analysis by the report response to Caixabank is incomplete,
BPI’s management leaves a message to shareholders: investors who consider that the Tender offer provides an opportunity for consolidation and monetization of their assets should not sell their shares. By strengthening in Portugal, Caixabank get an “additional potential for generating synergies” in the case of BPI “come to be intervening in a process of consolidation.” For the institution, the takeover of its largest shareholder (44%) can “create a framework that increases the range of alternatives to solve the current failure by BIS limit of large exposures caused by exposure of BFA [Banco de Fomento Angola] to Angolan public debt. ” BPI also believes it would be “very positive” maintain “its current holdings in the BFA and BCI, aim the consolidation that could make possible.”
Another point made by the BPI is that “the value of synergies” determined by Caixabank, “in conjunction with the announced restructuring costs,” compliant “with an output of about a thousand people.” In the domestic market, BPI closed 2015 with 5899 employees and hopes to reach the end of this year with less 250 employees.
Hours before the release of the statement, Fernando Ulrich had been present at the conference organized by the Portuguese Association of Banks in conjunction with TVI, which took the opportunity to question the ECB’s decision to require the accounting of 100% of the exposure of the bank to Angola. Ulrich lamented that at no time has received support from former Prime Minister Pedro Passos Coelho and former Finance Minister Maria Luis Albuquerque, to address the issue of Angola with the ECB. “The uncritical application of a rule, do not argue, forces and force likely to be expelled from Angola,” said the banker. This despite hours before, at the same meeting, having heard the President of the Single Resolution Board, Elke König, praise the action of the Portuguese Discoveries.
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