By Jeannette Neumann And Patricia Kowsmann
LISBON--Spain's Caixabank SA on Thursday dropped a EUR1.09
billion ($1.24 billion) takeover bid for Banco BPI SA, paving the
way for the Portuguese lender to begin talks with peer Banco
Comercial Português SA on a possible merger.
The decision by Caixabank, which already owns 44.1% of BPI,
represents a big win for Isabel dos Santos, Africa's wealthiest
woman and BPI's second-largest shareholder with an 18.6% stake. Ms.
dos Santos was against Caixabank's offer from the beginning, and
instead urged BPI to consider a merger with BCP, saying that would
create a large domestic lender with more value and a diversified
shareholder base.
Ms. dos Santos called Caixabank's offer of EUR1.329 a share in
cash too low. BPI's board followed, saying the bank was worth at
least EUR2.04. Shares of BPI, which were halted from trading early
Thursday, last traded at EUR1.26.
Another blow to Caixabank's offer came on Wednesday, when
shareholders of BPI rejected the Spanish lender's proposal to lift
a 20% voting rights cap. Caixabank said a condition of its takeover
bid was that its voting rights become commensurate with its shares
in BPI.
In a statement, Caixabank said it would analyze its options
regarding its stake in BPI. Analysts have said a sale of
Caixabank's stake would help bolster its capital ratio.
Its takeover bid was an attempt to establish a dominant role in
banking on the Iberian Peninsula, and came as other domestic
Spanish banks had looked abroad to bolster their returns. Banco de
Sabadell SA announced a takeover bid of U.K. lender TSB Banking
Group PLC in March, as Spain's smaller lenders seek to follow in
the footsteps of Spanish banks such as Banco Santander SA, which
has a presence in 10 countries and was better able to withstand
crisis-era losses.
A merger between BPI and BCP would create a domestic giant, with
a market capitalization of EUR6.5 billion and assets of EUR120
billion. BPI is Portugal's No. 4 bank in terms of assets, and BCP
is No. 2, after state-owned Caixa Geral de Depositos SA. Both
lenders have operations abroad, including in Angola, where BPI
controls 50% of Banco de Fomento Angola SA.
Through a spokesman, Ms. dos Santos has said the merger of the
two would "bring back a sentiment of ambition to Portugal's
financial system," which has been hard hit by a three-year
sovereign-debt crisis and the collapse of Banco Espírito Santo SA
last year. Caixabank's offer, she said, would make the bank
Iberian, but less Portuguese.
BCP, whose largest shareholder is Angola's state oil company
Sonangol Group, has said it was "available to analyze" a possible
merger if BPI shows interest. A spokesman had no further comments
Thursday.
Separately Thursday, Caixabank said it was ending two financial
joint ventures with Société Générale SA. Caixabank said it was
selling its 20.5% stake in Boursorama to the French bank for
EUR218.5 million, as well as its 49% stake in Self Trade Bank for
EUR33 million. Caixabank said in a regulatory filing that the two
stake sales would raise its "fully loaded" capital ratio by 20
basis points.
Write to Jeannette Neumann at jeannette.neumann@wsj.com and
Patricia Kowsmann at patricia.kowsmann@wsj.com
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