Crisis.Bankia and CaixaBank, a strategic merger to survive
Fusion. Competition will look closely at the 'superbank'
The largest bank in Spain is already up and running.
The boards of directors of
Bankia and CaixaBank
have approved this Thursday, September 17, the merger agreement reached by both entities after several months of negotiations.
The biggest question so far, the
price and the exchange ratio
for the integration, has been resolved, although both entities have called tomorrow morning to release the details.
Now, the process for the formal creation of the new entity officially begins, which could be resolved by the end of the year.
When it is finished, the State will have taken another step towards the privatization of the Madrid entity, of which it owns 61.8% through the
(Fund for Orderly Bank Restructuring) since the 2012 rescue.
For CaixaBank, the integration will mean placing the bank at the top of the Spanish financial system after a decade in which it has been adding acquisitions of smaller savings banks.
It will be a strategic move that will change the relationship of forces in the Spanish banking scene, since its market share will exceed 25% of the total.
Furthermore, the merger with Bankia makes a historic aspiration of the Chairman of CaixaBank,
, who had already tried on previous occasions to
the two large Spanish savings banks.
There have been several months of discreet negotiations that came to light on September 3 and that emerged in the heat of the economic crisis due to the coronavirus.
The pandemic has further drowned the already low profitability of banks, dealing a definitive blow to the sector.
The ECB, aware of the difficulties that banks will have to face in the coming years, has reinforced its insistence on bank consolidation.
And all these elements together have given the definitive push to an operation that from the first moment has been supervised by Fainé himself, president of the La Caixa Foundation -main shareholder of CaixaBank through Criteria- and the vice president of Economic Affairs,
, as the highest representative of the Frob.
Both gave the final approval last Tuesday to the main points of the operation, many of which have been resolved in recent days.
For example, the
will operate under the CaixaBank brand
- thus eliminating any reminiscence of Bankia's judicial past - and will have its headquarters in
, although it will maintain two operational headquarters in Madrid and Barcelona.
board of directors will be made up of 15 people
, of whom at least six will be independent directors and one, of a proprietary nature, will represent the Frob.
José Ignacio Goirigolzarri
, until now president of Bankia and foreseeable president of the new entity, and
, CEO of CaixaBank who will also occupy, in all probability, that position in the superbank
will also form part of the highest corporate governance body
The new entity will be the largest in the country, with a volume of assets valued at more than 664,000 million euros, more than 6,700 branches and a joint workforce of over 51,500 employees.
The La Caixa Foundation will control 30% of the capital of the new company, which will allow it to maintain its fiscal strategy as a foundation.
This was one of the red lines established from the outset by President Fainé and it has also been one of the main obstacles in the negotiation.
This requirement collided with the Frob's intentions to obtain a premium of at least 20% over the price at which Bankia shares closed on September 3 and to control between 15 and 16% of the new superbank.
To make this maneuver possible, the European Central Bank (ECB) authorized the La Caixa Foundation to allow its Criteria subsidiary to exceed 40% in CaixaBank on an exceptional and temporary basis, once the shares are exchanged.
This permit was the key that opened the last door of the operation, because it allowed Isidro Fainé to pay the premium requested by the State for the sale of Bankia and to keep 30% of the new bank.
The Frob, for its part, has tried until almost the last moment to raise the premium required for integration, putting on the table the revaluation that Bankia has registered after knowing the negotiations.
The shares of the Madrid entity have risen 39.4% since September 3, to the 1.45 euros that they cost at the close of the session this Thursday, while the titles of the Catalan have gained 13.2% , up to 2.06 euros.
According to the criteria of The Trust Project
Empresas Sánchez says that the State "is far" from recovering the Bankia bailout and that the ICO "is the public bank"
EmpresasMoody's warns that the merger of Bankia and CaixaBank "will not create a stronger bank"
EmpresasCalviño relies on "confidentiality" to justify that Podemos did not know about the merger
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