There are six months left for Bankia to stop being Bankia.

Then the once great Madrid savings bank will be diluted under the umbrella of


, the


that will emerge after the merger of both.

The operation will have a

restructuring bill of 2,200 million euros

, but also calls into question the continuity of thousands of jobs, the recovery of the bailout that the State injected in 2012 or the definitive privatization of the Madrid entity.

The future CEO of the new bank,

Gonzalo Gortázar

, and its future president,

José Ignacio Goirigolzarri


have spoken about all these matters -without clarifying too


during the appearance before the media this Friday to give an account of the merger agreement they approved on Thursday the boards of directors of each of the groups.

Both have insisted on the good and appropriateness of this merger "for shareholders and for taxpayers," according to Goirigolzarri, who has been satisfied with it.


It is the end of a very beautiful stage for Bankia. I am very sorry for the disappearance of the brand

. In these years it has had an extraordinary recovery, but we started with a backpack with negative connotations", he assured.

Bankia's top leader has defended the entity's journey in the last eight years and the need for that rescue in the midst of the debt crisis and the Spanish financial system.

"It was about saving the depositors, not the bankers," he


Now the entity faces a new stage in which its main shareholder, the


(Fund for Orderly Bank Restructuring), will play a different role.

With 16.1% of the capital of the new bank, it will cease to be a controlling shareholder but, unlike before, it will have a representative on the Board of Directors of the new CaixaBank.

Despite this, both Goirigolzarri and Gortázar trust that the organization will maintain "the same position of professionalism and independence with respect to the CaixaBank management team".

The role of the state

For Gortázar, the presence of the State in the shareholders does not represent any political pressure, but rather "a very important responsibility."

Nor is he worried about his final exit.

As Goirigolzarri recalled, legally the scheduled date for said departure is December 31, 2021, but it could be delayed if approved by the Council of Ministers upon request from the Ministry of Economic Affairs.

"The objective of the Government is privatization, but it wants to maximize the value of this exit.

There is no timetable" foreseen

, said the president of Bankia.

And it does not seem that there will be any in the short term since, as he has expressed, "it does not seem that now is the best time" to leave the entity.


the question is how the State will exercise its role as shareholder in the private bank


According to its top executives, the Government has not established specific conditions on any of the aspects of the merger.

Not even in what has to do with the job adjustment that they will presumably have to carry out as of next March.

The sum of the two templates exceeds 51,500 employees nationwide.

There are thousands of jobs at stake and neither Gortázar nor Goirigolzarri have wanted to give too many details.

"It is too early to speculate as to the people affected and the profile that possible exits may have. The staff can be adjusted without resorting to early retirement.

We will try to be creative,"

said the CaixaBank representative.

Exchange equation

To know more details of the operation, it was necessary to resort to the statement that both entities sent before the opening of the markets to the National Securities Market Commission (CNMV).

It includes the agreement approved by the Boards of Directors of both banks on Thursday night, according to which the exchange


to carry out the merger is set at

0.6845 shares of CaixaBank for each one of Bankia

and includes a premium of 20% on the exchange ratio at the end of September 3 (or 28% on the average of the exchange equations in the last three months).

The shareholding structure has also already been known, in which CaixaBank will initially hold 74.2% of the stake, while Bankia will own the remaining 25.8%.

The State, through the Frob, will have 16.1% of the new entity

, while the La Caixa Foundation, through


, will remain as a reference shareholder with around 30% of the new firm, as he had demanded from the first moment to continue in the negotiations.

In practice,

the operation represents the beginning of the end for Bankia


The projected merger will be implemented through the absorption of Bankia by CaixaBank "with termination, via dissolution without liquidation, of the first, and transfer en bloc of all its assets to the second, which will acquire by universal succession all the rights and obligations of Bankia ".

To meet the exchange, CaixaBank will carry out a capital increase in the necessary amount by issuing and putting into circulation the necessary number of new ordinary shares with a nominal value of one euro each, of the same class and series as those currently outstanding, represented by book entries.

Governing bodies

Gonzalo Gortázar will be the first executive of the new entity, reporting directly to the Board of Directors and chairing the Management Committee, while José Ignacio Goirigolzarri will preside over the new financial colossus.

Unlike the position he now holds at Bankia, the new position will be executive and under his leadership will be the areas of Board Secretariat, external communication, institutional relations and internal audit.

Both will form part of the new Board of Directors, which

will not include Jordi Gual

, until now Chairman of CaixaBank, who is leaving as director and whose relationship with CaixaBank has only been confirmed until March.

The highest management body will be made up of a total of 15 members, nine of them independent, two executives (Gortázar and Goirigolzarri) and three proprietary.

Of the latter, two come from CaixaBank and the other will be the representative of the State, who will have to be proposed by BFA.

The new entity expects to generate annual savings through

synergies of 770 million euros per year

and obtain income of 290 million euros.

Once all the necessary procedures have been completed, the merger will be submitted for approval by the extraordinary general meetings of shareholders of Bankia and CaixaBank, which are expected to be held next November.

According to the criteria of The Trust Project

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