Liberbank obviates Abanca and maintains its plan to merge with Unicaja

Liberbank obviates Abanca and maintains its plan to merge with Unicaja

The CNMV urges the entity of Galician origin to clarify its OPA before ten days while the firm that brings together the boxes of Asturias, Cantabria and Extremadura continues with its road map to join the malagueña

  Ever since Abanca confirmed that it wants to buy Liberbank, although it has not materialized officially, the corporate movements have happened around an operation that overlapped the one already planned: the merger with Unicaja. Therefore, the board of directors of the bank that brings together the old boxes of Asturias, Cantabria and Extremadura has come to the fore to "confirm" that "continues working on the strategic operation" reported to the CNVM in mid-December to integrate with the historic entity of La Malgueña.

  The last chapter of this succession of relevant events has slammed Abanca's intention to launch a takeover bid on Liberbank. At least, at the moment. Because the highest governing body of the entity in which the Galician bank has been interested -whose business comes from Novacaixagalicia- conditions its position to the possible takeover bid, "in the event that it is formulated and authorized by the CNMV" -says the release-. At that time it will be announced on the matter, although it has already made clear that, initially, its intention is for Liberbank to join Unicaja. The shares of this entity closed the session with a rebound of 4.3% (up to 1.02 euros) after knowing the intention of Liberbank, whose securities were left 0.47% (up to 0.46 euros).

Sources close to both entities confirm to this newspaper that the executives of Liberbank and Unicaja are continuing with the "roadmap" established since the end of last year. They prefer not to talk about a pre-established calendar because they have been analyzing the closing data for the 2018 financial year, which includes the annual accounts of both groups. If the operation goes ahead, what would be the sixth Spanish bank by volume of assets would be generated , with almost 96,731 million euros -with data from the fourth quarter of 2018-, according to the records of its latest results.

Earlier in the morning, the president of the National Securities Market Commission (CNMV), Sebastián Albella, criticized Abanca for not presenting an offer to buy Liberbank last Friday and merely confirmed the rumors about a possible OPA about the entity. "The relevant event of that day did not respond to a normal pattern," said Albella during the presentation of the CNMV's Business Plan for 2019. "The first news should have been the announcement of the offer", he clarified, as a brand the current legislation.

It is one of the few interventions that the CNMV has made in this matter in its history, because seldom a company gave an account of a purpose but did not report it to the supervisor. Now, the CNMV wants to "eliminate the uncertainty" because usually "this type of operations are prepared with confidentiality".

Officially, the CNMV has abroncado to Abanca by the position maintained publicly around a possible operation of purchase on Liberbank, confirmed last Friday afternoon. Given the lack of definition of the position that will take the entity of Galician origin on the OPA, the stock supervisor has established a non-extendable period of ten working days to "express their decision or not to formulate a takeover bid".

The reprimand comes three days afterThis operation of which, he understands, would be "very beneficial" for both parties. However, it did not specify the launch of the OPA but linked it to the analysis of all documents related to the business of the entity that brings together the old boxes of Asturias, Cantabria and Extremadura. Therefore, the CNMV has demanded that Abanca "eliminate any reference to the subjection of the offer to a review process".

In the letter sent by the supervisor Abanca is instructed that in the event that they choose to launch the takeover bid on Liberbank, as required by law, they do so to eliminate any doubts about the announcement last Friday because its elements « they prevent it from being considered as an advertisement of such nature ».

Abanca specified the conditions of that OPA in which he has a "serious interest".  It offers 0.56 euros for each Liberbank title, that is, around 1,700 million euros . This amount would imply a premium close to 20% with respect to the closing of the shares of the entity on Friday. They closed at 0.47 euros, after shooting 20%. The revaluation came after the price of Liberbank remained suspended after the information announcing the operation.

Poses to pay in cash up to a maximum of 75% of the capital of Liberbank, although it offers the possibility to its shareholders of this entity to exchange their participation for shares of Abanca. In this case, the percentage of capital of Liberbank susceptible to exchange would range between 25% and 45%. The group clarifies that this formula would allow all the shareholders of Liberbank «to receive the price of the offer entirely in cash and, simultaneously, that its historical shareholders», like  the foundations of the savings banks, «remain in the capital with representation in the governing bodies of Abanca ».

The entity chaired by Juan Carlos Escotet considers that the OPA represents a "great opportunity that would put Liberbank in value". It also undertakes to promote social work in territories where the entity has roots: northern area, Extremadura and Castilla La Mancha .

For now, Abanca has only contacted Liberbank's "main shareholders", including the Oceanwood fund, Fernando Masaveu or Norges Bank, to which the operation has been raised. And it gives a term of one week so that the entity whose CEO is Manuel Menéndez, gives access to the information to study the company.