The creation of the fifth bank of Spain is already closer. This Wednesday, the Unicaja and Liberbank shareholders’ meetings will give the green light to a merger from which a new banking giant will emerge in the domestic market, with 109,000 million euros in assets, more than 4.5 million customers and market shares. over 20% in Asturias, Cantabria, the two Castillas and Extremadura and 12% in Andalusia.
The shareholders’ meetings of both banks, which are held this Wednesday at 10 am, will approve the operation
Both extraordinary shareholders’ meetings will be held at 10 in the morning, in Madrid in the case of Liberbank, and in Malaga in the case of Unicaja Banco, although electronically (without the physical assistance of the partners or their representatives), following the current recommendations and restrictions in the framework of the crisis caused by the Covid-19 pandemic.
Liberbank shareholders will approve the absorption of the entity by Unicaja Banco, while those of the absorbing company will also validate the partial renewal of the board of directors. Thus, the council will be made up of 15 members and the current president of Unicaja Banco, Manuel Azuaga, will be chaired, who will maintain his executive functions. The current CEO of Liberbank, Manuel Menéndez, will be appointed CEO and will have executive functions.
Unicaja Banco shareholders will also approve the appointments as directors of Felipe Fernández Fernández (proprietary), Ernesto Luis Tinajero Flores (proprietary), David Vaamonde Juanatey (proprietary), Jorge Delclaux Bravo (independent), María Luisa Garaña Corces (independent) and Manuel González Cid (independent). The rest of the proprietary directors are Juan Fraile, Petra Mateos-Aparicio, Manuel Muela and Teresa Sáenz, while the other independent directors are María Luisa Arjonilla, Ana Bolado, Manuel Conthe and Manuel González.
40% of the total members of the new board of directors will be independent, while women will represent a third of the board, thus following the recommendations of the Code of Good Governance of Listed Companies.
As for the current president of Liberbank, Pedro Rivero, he may continue to be linked to the bank in representation functions when the merger is executed, which is subject to obtaining the mandatory regulatory authorizations, foreseeably at the end of the second quarter or the beginning of the third.
Exchange equation
The absorption of Liberbank by Unicaja Banco will give rise to the fifth Spanish bank in terms of both assets and deposits. The exchange ratio agreed by the boards of both entities last December is 1 Unicaja Banco share for every 2,7705 Liberbank shares, taking into account the exchange with newly issued Unicaja Banco shares.
In this way, Liberbank shareholders will receive Unicaja Banco shares in exchange and Liberbank will be extinguished, via dissolution without liquidation, transferring all their assets en bloc to Unicaja Banco, without any additional compensation in cash for Liberbank shareholders.
After their respective extraordinary shareholders’ meetings, both banks have called their ordinary meetings at 12:30 p.m., which will vote, among other matters, on the distribution of two dividends charged to fiscal year 2020. Liberbank will propose the payment of a dividend of 7.85 million euros on April 16, prior to the registration of the merger in the Mercantile Registry, which is equivalent to a pay out of 19.2%.
For its part, Unicaja Banco will submit to the vote of its shareholders the payment of another dividend that will be divided into two tranches: a first tranche of 11.54 million euros to be paid in the month of April (before the registration of the operation ) and a second tranche of 5.36 million that will be paid once the merger is registered.
Liberbank shareholders who receive shares from Unicaja Banco as a result of the exchange of the merger will also benefit from this second tranche, provided that they remain as shareholders on the date of payment of the dividend.
