CaixaBank, S.A. agreed to acquire the remaining 1.02% stake in Banco de Valencia SA from the minority shareholders for 25.8 million.
April 04, 2013 at 12:00 am
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CaixaBank, S.A. (CATS:CABK) agreed to acquire the remaining 1.02% stake in Banco de Valencia SA (CATS:BVA) from the minority shareholders for 25.8 million in a share swap on April 4, 2013. Under the terms of the deal, the minority shareholders will receive one share of CaixaBank in exchange of 479 shares of Banco de Valencia. CaixaBank paid 9.7 shares as consideration for the acquisition. Caixabank's Board also approved the purchase of subordinated bonds convertible into Banco de Valencia shares and has agreed to pay each of the close to 4,000 bondholders 450 per bond. The transaction is subject to approval at the general meeting of shareholders of Banco de Valencia, approval by the Ministry of Finance and Competition, the merger document being presented to the National Stock Market Commission (CNMV), the merger entered into the Barcelona Commercial Registry. The transaction was approved by the Boards of CaixaBank. Board of Banco de Valencia SA is scheduled to give the green light to the transaction on June 12, 2013. Banco de Valencia's integration process into Caixabank is expected to be completed by the end of July 2013.
As of June 12, 2013, the deal is approved by shareholders of Banco de Valencia SA. Juan Gich, Antonio Villalon, Jacobo Gomez, Michelle Labarthe, Lucía Romay and Manuel Rein of Rothschild Gestión Agencia De Valores, S.A. acted as fairness opinion provider for Banco de Valencia. As July 18, 2013, the transaction was approved by the Comisión Nacional del Mercado de Valores (CNMV). Víctor Xercavins, Gerad Correig and Marco Antonio Sanz of Cuatrecasas, Gonçalves Pereira, S.L.P. acted as legal advisors for CaixaBank. KPMG Asesores S.L., Corporate Finance acted as financial advisor for Banco de Valencia SA and CaixaBank. E&Y and JPMorgan acted as financial advisors for CaixaBank. Broseta Abogados and Carlos Jiménez de Laiglesia; Óscar Cabezuela; Marcelo Riesgo and Juan Sosa of Simmons & Simmons LLP acted as legal advisors and BDO, Lazard, Rothschild and Societe Generale acted as financial advisors for Banco de Valencia.
Libertas 7 SA is a Spain-based company engaged in the real estate sector and the provision of investment activities. Through the investment division, Libertas 7 SA purchases and manages shares of companies engaged mainly in media, wine, luxury, construction and engineering, diet, renewable energies and financial sectors. In the real estate division, the Companyâs activities include housing development, as well as the leasing of residential and non-residential properties. As of December 31, 2011, the Company owned such subsidiaries as Libertas Novo SL, Ficsa Vivienda Segura SA, Liberty Lux SA, Al Mukhabir SA and Oinos Liber SA, among others. In addition, Finanzas e Inversiones Valencianas SA was the Company's major shareholder with 26.78% of its interest.