The merger will come into force once the mentioned deed is registered in the Trade Register, what will be done in the coming days. Then, the exchange of EspañaDuero shares for Unicaja Banco shares will take place, as established in the merger terms and in the resolutions of the general meetings of both institutions.
Unicaja Banco, following the integration of EspañaDuero, maintains the commitment of the merging banks to their home regions, especially Andalusia and Castilla y León, where they are market leaders, and to their traditional areas of actions, such as Castilla-La Mancha, Extremadura or Madrid.
The merger involves continuing moving forward in the direction set in Unicaja Banco Strategic Plan 2017-2020, and it represent an opportunity to create value for customers, shareholders and employees of both institutions.
Unicaja Banco has executed today the deed of merger by absorption of its subsidiary EspañaDuero. This is the culmination of the process, once it has obtained the authorizations from the corresponding regulators, and follows the draft terms of merger prepared by the Board of Directors of both institutions and approved by their General Meetings of Shareholders in April.
The merger will have legal effect once the merger deed is registered in the Trade Register, what is expected to occur on 21 September and will be duly announced. From that moment on, the subsidiary EspañaDuero will be integrated into Unicaja Banco, under a single scheme of management and governance which, as included in its Business Plan, will allow to continue moving forward in the improvement of the efficiency, while maintaining the features of solvency and financial soundness, proximity, commitment to its home regions and customer service which are traditional to Grupo Unicaja Banco. The merger represents as well an opportunity to create value for customers, shareholders and employees of both institutions and comes to complete a transaction with which Unicaja Banco has significantly contributed to the stabilization of the Spanish financial system.
Exchange of shares and IT integration
After the execution of the merger with the registration in the Trade Register, the shares of EspañaDuero held by minority shareholders will be exchanged for Unicaja Banco shares, as included in the draft merger terms (at a ratio of one Unicaja Banco share for every five EspañaDuero shares). The exchange of EspañaDuero shares will be covered with Unicaja Banco shares held as treasury stock, therefore an increase of capital will not be necessary and there will be no dilution for shareholders.
Thus, the merger will give to EspañaDuero minority shareholders access to the secondary market, providing liquidity to the securities and generating rights to receive dividends from the date on which the exchange takes place. As it is foreseen in the transaction, EspañaDuero minority shareholders will receive one Unicaja Banco share (with a nominal value of 1 euro) for every 5 EspañaDuero shares (with a nominal value of 0.25 euros).
EspañaDuero’s IT platform will be integrated into that of Unicaja Banco. EspañaDuero customers will be duly and timely informed.
Commitment and creation of value
The completion of the merger involves continuing moving forward in the direction set by Unicaja Banco Strategic Plan 2017-2018, and maintains the commitment of the merging companies to their home regions, especially Andalusia and Castilla y León, where they are market leaders, and to their traditional areas of actions, such as Castilla-La Mancha, Extremadura or Madrid.
The merger represents as well an opportunity to create value for customers, shareholders and employees of both institutions, while maintaining the features of solvency and financial soundness, proximity, customer service and commitment to the region, which are traditional to Grupo Unicaja Banco. In this sense, the institution reiterates its commitment and historical connection with its home regions as its hallmark, differential value and on the basis of its proximity to customers and institutions, while playing a leading role due to its financial strength and sound management.
This process reflects a logical and expected evolution, which ensures that the connection of EspañaDuero with its home region will be maintained, integrated into an institution with financial strength and a quality balance sheet, as well as its leading role in Castilla y León, with a strong team of professionals. Customers will have access to a larger and more customized network of branches and services, and shareholders will have shares which are listed in a secondary market.
The transaction allows Unicaja Banco to continue moving forward in the direction set in its Business Plan 2017-2020, aimed at profitable growth and creation of value, as well as to reinforce its position as a bank of reference in the Spanish financial system, with a volume of customer funds close to € 57,400 million and three million customers, leader in its home regions with a market share of around 13% in deposits and 10% in loans in Andalusia, and over 20% and 15% respectively in Castilla y León, nearly 7,000 professionals and a network of almost 1,200 branches. Unicaja Banco posted in the first half of 2018 a net profit of € 104 million, with a year-on-year growth of 39.6%. This year the institution has distributed dividends for € 34.6 million euros (equivalent to 25% of the net result of 2017), the highest dividend distribution in the history of the group.