공시 • Sep 30
CaixaBank, S.A. (BME:CABK) entered into a plan of merger to acquire Bankia, S.A. (BME:BKIA) from BFA Tenedora de Acciones S.A.U. and others for €4.3 billion.
CaixaBank, S.A. (BME:CABK) entered into a plan of merger to acquire Bankia, S.A. (BME:BKIA) from BFA Tenedora de Acciones S.A.U. and others for €4.3 billion on September 17, 2020. As a part of transaction, Fondo de Reestructuración Ordenada Bancaria will sell 61.8% stake in Bankia, it holds through BFA Tenedora de Acciones S.A.U. The transaction is merger by absorption of Bankia by CaixaBank. As a part of transaction, CaixaBank, S.A. will issue 0.6845 new share for every one share in Bankia. As a part of consideration, the maximum number of CaixaBank shares to be issued to effect the merger exchange is 2.079209002 billion ordinary shares in CaixaBank, each of a nominal value of €1 per share. Bankia has 31.963300 million own shares as direct treasury shares. Under no circumstances any shares that Bankia holds as treasury shares be exchanged. These shares are to be cancelled. As a result of the merger, Bankia shares will be cancelled. As per the exchange ratio, CaixaBank shareholders will initially represent 74.2% of the capital of the new entity, and those of Bankia will make up 25.8%. CriteriaCaixa, an entity 100% controlled by the la Caixa Banking Foundation, will remain as CaixaBank's reference shareholder with around 30% of the shareholding, while Fondo de Reestructuración Ordenada Bancaria, parent of BFA Tenedora de Acciones S.A.U. will hold 16.1% of the merged entity. The remaining shareholding structure of the combined entity consists of 54% free float (shares listed on the stock market), 37% of which belongs to institutional investors and 17% to the retail market. As a part of transaction, Bankia will be dissolved without liquidation, and all of its assets and liabilities will be transferred as a whole to CaixaBank.
Owing to the merger, the renewal of the board of directors will be proposed to the general shareholders meeting of CaixaBank so that the board is made up of the 15 persons, which includes, Tomás Muniesa Arantegui, José Serna Masiá, Gonzalo Gortázar Rotaeche, María Verónica Fisas Vergés, Cristina Garmendia Mendizábal, María Amparo Moraleda Martínez, Eduardo Javier Sanchiz Irazu, John Shepard Reed, Koro Usarraga Unsain, José Ignacio Goirigolzarri Tellaeche, Joaquín Ayuso García, Francisco Javier Campo García, Eva Castillo Sanz, Fernando Maria Costa Duarte Ulrich and a board member proposed by BFA Tenedora de Acciones, S.A., based on the interest it will have in CaixaBank once the merger comes into force. For these purposes, the members of the board of directors of CaixaBank, Jordi Gual Solé, Maria Teresa Bassons Boncompte, Alejandro García-Bragado Dalmau, Ignacio Garralda Ruiz de Velasco and Fundación CajaCanarias, represented by Natalia Aznárez Gómez, will be removed. José Ignacio Goirigolzarri will have the status of executive director in the merged entity, Castillo, Messrs Ayuso and Campo, will have the status of independent directors, Ulrich will have the status of other external director and Gonzalo Gortázar will be Chief Executive Officer. Following the merger, the combined entity will analyse the overlaps, duplications and economies of scale arising from the merger, with no decision having been made at this time regarding measures of a labour nature that will have to be adopted to integrate the workforces as a result of the merger. The legal headquarters of the merged bank will be in Valencia, with operating headquarters in Madrid and Barcelona.
Transaction is subject to approval from shareholders of CaixaBank and Bankia, shareholders' meeting of CaixaBank and Bankia, likely to be held in November 2020. Transaction is also subject to approvals from The Minister for Economic Affairs and Digital Transformation, The National Commission on Markets and Competition. Transaction is subject to No objection by the European Central Bank, the Bank of Spain, the General Directorate of Insurances and Pension Funds and the Spanish National Securities Market Commission to the acquisition by those who will be shareholders of CaixaBank after the merger of significant indirect holdings in companies in which CaixaBank has an interest and which are subject to the supervision of said entities. Transaction has been approved by Board of Directors of Bankia and CaixaBank. As of September 23, the transaction was approved in Genereal shareholder meeting of CaixaBank. Boards of Directors of CaixaBank and Bankia will request that the Companies Register of Valencia appoints an independent expert to draft a sole report on this joint merger plan and on the assets and liabilities transferred from Bankia to CaixaBank as a result of the merger. Transaction is expected to close during first quarter of 2021. This transaction is expected to be accretive as annual cost synergies of around €770 million and new annual revenues of around €290 million are expected to be generated and earnings per share for CaixaBank are expected to increase by 28% compared to market estimates for 2022.
Rothschild Gestión Agencia De Valores, S.A. acted as financial advisor, financial, tax and legal due diligence provider and fairness opinion provider to Bankia, S.A. Morgan Stanley & Co. International plc acted as financial advisor, financial, tax and legal due diligence provider and fairness opinion provider to CaixaBank, S.A. Nomura Holdings, Inc. acted as financial advisor to Fondo de Reestructuración Ordenada Bancaria parent of BFA Tenedora de Acciones S.A.U. Fernando Vives, Álvaro López-Jorrín, Susana Cabrera and Konstantin Jörgens of Garrigues acted as legal advisors to CaixaBank. Luis de Carlos, Daniel Ripley, Eduardo Bagaría, Antonio Guerra, Carolina Albuerne, Alfonso Ventoso and Guillermo San Pedro of Uría Menéndez acted as legal advisors to CaixaBank. Michael J. Willisch of Davis Polk has advised Caixabank on US Law matters.
