Unicaja Banco has completed today the legal procedures of the merger with Liberbank with the registration in the Trade Register of the merger deed under which Unicaja Banco absorbs Liberbank, with the transaction thus becoming effective. The merger, which has received all the compulsory authorizations, results in the fifth largest bank in Spain, with assets close to 113 billion euros, over 4.5 million customers, being the bank of reference in six Autonomous Communities, with a broad and diversified presence across the country, a sound and quality balance sheet and solvency levels among the highest in the sector.
The merger has been completed in the estimated period, thus meeting the schedule set, following the reception of the corresponding regulatory authorizations and after having received the majority support of shareholders in the respective Extraordinary General Meetings of Shareholders held on 31 March and which approved the Draft Terms of Merger by absorption of Liberbank into Unicaja Banco, which received the green light by their respective Board of Directors on 29 December.
Once the merger has been completed with the merger deed, executed on 26 July, and its corresponding registration today (in the Trade Register of Malaga), the administrative procedures to carry out the merger exchange have been carried out, in order to exchange Liberbank shares, which have been delisted from today Friday (their last day of listing) for the new Unicaja Banco shares issued in the capital increase to cover the exchange, which will start trading on Monday 2 August.
The period of operational integration starts now. The resulting institution, which maintains the name Unicaja Banco and the registered address in Malaga, is configured with the goals of providing value to shareholders and stakeholders, boosting profitability, continuing improving the offering and quality of the service to customers, and continuing to support the country’s economic recovery, while preserving as shared values closeness and commitment to regions.
The Chairman of Unicaja Banco, Manuel Azuaga, remarked that ‘with the merger we constitute the fifth Spanish bank in terms of assets, leading in six Autonomous Communities, with a position of financial strength and a larger size to better face the challenges of the industry, and to continue to provide support to the country’s economic recovery, while maintaining closeness and commitment to the regions as shared values of both banks and on the path of good corporate governance practices’.
Manuel Menéndez, CEO, remarked that ‘the transaction will provide value to shareholders, customers and employees, improving efficiency and profitability, and it will allow to reinforce the market position in retail banking, with a sound and quality balance sheet, while continuing supporting families and businesses in their financial needs’.
Fifht Spanish bank and institution of reference in six Autonomous Communities
This transaction involves the configuration of the fifth largest bank in Spain by assets, with a broad and diversified presence across the country and being the bank of reference in six Autonomous Communities, with a sound and healthy balance sheet (with remarkable solvency and coverage positions and a low NPL level), and a professional team with broad experience in generating value through integration processes.
The combined entity is present in 80% of the national territory, being the best-in-class in Andalusia, Extremadura, Castilla y León, Castilla-La Mancha, Cantabria and Asturias and with capacity to compete in other markets such as Madrid, where the banks have a traditional presence.
Unicaja Banco has a volume of assets close to 113 billion euros. The new group reinforces its position in retail banking in Spain, with over 4.5 million customers and substantial market shares in all the key products: deposits (4.7%), credits (4.2%) and off-balance sheet funds (3.3%).
Operational continuity for customers
With the completion of the legal merger of Liberbank into Unicaja Banco, Liberbank customers, who become Unicaja Banco customers, will experience, during the transitional period until the full completion of the technology and operational integration, no impact in their banking transactions. Unicaja Banco assumes, by universal succession, all the rights and obligations of Liberbank, taking the same position so far held by Liberbank in its contractual relations with customers. This change takes place maintaining the conditions of the contracts that Liberbank had entered into with its customers, both in credits and loans and savings and investments.
Liberbank customers do not have to complete any formalities. For the time being, current and savings accounts will not have their numbering changed and there will be no change in the direct debit of bills or in transfers. As for means of payment, Liberbank customers will be able to continue using their cards, without operational changes by now, and the network of ATMs is expanded, as the 1,250 ATMs of Unicaja Banco join the Liberbank network. The bank puts therefore at the disposal of its customers a network with a total of 2,700 ATMs of its own.
Trading of the new Unicaja Banco shares
The Boards of Directors of Unicaja Banco and Liberbank set, in the Draft Merger Terms, the exchange ratio -later approved by the respective General Meetings of Shareholders- under which Liberbank shareholders will receive newly issued Unicaja Banco shares, with the same characteristics and with the same rights as the existing shares, in the ratio of 1 Unicaja Banco share for each 2.7705 Liberbank shares.
For the execution of the transaction, Unicaja Banco approved in its General Meeting held on 31 March a capital increase, without preferential subscription right for its shareholders, in the amount needed to cover the mentioned exchange of Liberbank shares. This has involved a total of 1,075.07 million shares with a nominal value of 1 euro each.
After the capital increase carried out for the execution of the exchange, Unicaja Banco has a share capital of 2,654.83 million euros, divided into shares with a nominal value of 1 euro each. Liberbank shares have been delisted as from today Friday 30 July (latest trading day), and on Monday 2 August the new Unicaja Banco shares issued to cover the merger exchange will start trading.
New Board of Directors
The Board of Directors, following the legal integration, is composed by 15 members: two executive directors, seven proprietary directors and six independent directors. With the partial renewal of the Board of Directors of Unicaja Banco, due to the merger, the bank’s Executive Chairman is Manuel Azuaga, who continues in his current position as Executive Chairman, and the CEO is Manuel Menéndez (up to now CEO of Liberbank).
The Board of Directors of the combined entity meets the corporate governance standards in terms of presence of independent directors (40% of total members) and women directors (one third of the Board), thus following the recommendations of the Good Governance Code for listed companies of the CNMV.
Annex. Composition of the Board of Directors after the merger
· Manuel Azuaga Moreno, Executive Chairman
· Manuel Menéndez Menéndez, CEO
· Juan Fraile Cantón, Deputy Chairman (Proprietary)
· Teresa Sáez Ponte, Secretary of the Board of Directors (Proprietary)
· María Luisa Arjonilla López, Member (Independent)
· Ana Bolado Valle, Member (Independent)
· Manuel Conthe Gutiérrez, Member (Independent)
· Jorge Delclaux Bravo, Member (Independent)
· Felipe Fernández Fernández, Member (Proprietary)
· María Luisa Garaña Corces, Member (Independent)
· Manuel González Cid, Member (Independent)
· Petra Mateos-Aparicio Morales, Member (Proprietary)
· Manuel Muela Martín-Buitrago, Member (Proprietary)
· Ernesto Luis Tinajero Flores, Member (Proprietary)
· David Vaamonde Juanatey, Member (Proprietary)