Banco Bilbao Vizcaya Argentaria, S.A. (BME:BBVA) completed the acquisition of additional 36.12% stake in Turkiye Garanti Bankasi A.S. (IBSE:GARAN) for TRY 22.8 billion.
Banco Bilbao Vizcaya Argentaria, S.A. (BME:BBVA) made an offer to acquire remaining 50.15% stake in Turkiye Garanti Bankasi A.S. (IBSE:GARAN) for TRY 31.6 billion on November 15, 2021. Banco Bilbao Vizcaya Argentaria will acquire 2.11 billion shares of Turkiye Garanti Bankasi at TRY 12.2 per share in cash. BBVA reserves the right to reduce or otherwise modify the bid price by an amount equal to the gross amount of the distribution per share, if Turkiye Garanti Bankasi declares or distributes dividends, reserves or any other kind of distribution to its shareholders at any time from today until the day of completion of the takeover bid. Prior to the transaction, Banco Bilbao Vizcaya Argentaria, S.A. owns 2.09 billion shares amounting to 49.85% stake in Turkiye Garanti Bankasi A.S. Banco Bilbao Vizcaya Argentaria, S.A. will pay the consideration with its current shareholders’ funds. As of April 25, 2022, the Board of Directors of BBVA decided to increase the voluntary takeover bid price offered in cash for each share of the Company from the initially announced price TRY 12.2 to TRY 15. The maximum aggregate amount of consideration payable by BBVA is TRY 31,595 million. As of May 17, 2022, BBVA exceeds 83% of Garanti. Banco Bilbao Vizcaya Argentaria may terminate the bid anytime before the commencement of the voluntary takeover bid period. Should this be the case, the cancellation of the Bid would be specifically disclosed to the Capital Markets Board of Turkey (CMB) and to the market.
Since the voluntary takeover bid is addressed to all of Garanti’s shareholders, pursuant to article 14 (1) (a) of the Communiqué, if and when as a result of the voluntary takeover bid, BBVA’s shareholding in Garanti exceeds 50%, BBVA will not be obliged to launch a subsequent mandatory takeover bid. The voluntary takeover bid may result in BBVA’s acquisition of management control at Garanti Faktoring A.S. and Garanti Yatirim Ortakligi A.S., two fully consolidated subsidiaries of Turkiye Garanti Bankasi A.S. both of which are listed at Borsa Istanbul. If this is the case, taking into consideration that the bid is primarily aimed at increasing BBVA’s stake in Garanti and the fact that these two subsidiaries do not constitute a material portion of Garanti’s business, BBVA plans to apply to the CMB for an exemption from the mandatory tender offer requirements for such subsidiaries in accordance with article (18)(1)(c) of the Communiqué.
The acquisition by BBVA of more than 50% of Garanti’s total share capital is subject to the prior approval of several authorities, both in Turkey and in other jurisdictions. The transaction is subject to regulatory approval and approval from Turkish competition authorities. BBVA has received confirmation from CMB that it will not formally approve the voluntary takeover bid application until CMB receives confirmation from BBVA that all relevant approvals required by BBVA have been duly obtained. Only after approval by the CMB of the voluntary takeover bid application will the voluntary takeover bid period begin. AS of March 31, 2022 regulatory board has approved the deal, BBVA has received authorization from the Turkish securities market supervisor (Capital Markets Board of Türkiye) to launch its voluntary takeover bid. The closing of the transaction is expected to take place in the first quarter of 2022. BBVA estimates an approximately 13.7% accretion to its 2022 earnings per share and an approximately 2.3% accretion to its tangible book value per share. Garanti Yatirim Menkul Kiymetler A.S acted as the authorized broker and dealer-manager for Banco Bilbao Vizcaya Argentaria.
Banco Bilbao Vizcaya Argentaria, S.A. (BME:BBVA) completed the acquisition of additional 36.12% stake in Turkiye Garanti Bankasi A.S. (IBSE:GARAN) for TRY 22.8 billion on May 18, 2022. Following the acquisition, BBVA’s stake in Turkiye Garanti Bankasi increased to a total of 85.97%.