When Liberbank buys the purchase of Abanca, he will go to history for the complexity of the process. The sources at Abanca believe that their intention was not to commit themselves and to have a much more compromising engagement. In his opinion, they did not follow the formal tender process, because it required some steps, for example, for a formal offer of the commission, to unify Liberbank and Unicaja.
The Galician organization has conducted almost three months with the Liberbank senior shareholders with discourse and confidentiality, proof of their good faith. They underline the fact that they have progressed in the writing of the offer if they prove the beneficiary. "It was not an OPA or we wanted to be an enemy," they say. Remember that they have set some rules, so that, unless there is a big surprise in the books, the price of 0.56 euros per share can not be reduced.
In fact, Abban has announced that Liberbank's bid has not been announced on Friday. The entity governed by Juan Carlos Escotet has made the decision after giving the CNMV a term of "no extension" within ten working days to express its decision or formulate a Liberbank purchase offer. Abanca asked three weeks to analyze the accounts, so it was impossible to continue in these conditions. He received the sharpest drops in the Stock Exchange Librobank, 9.66% and Unicaja, 2.35%.
From 22 to 26 February, between Abanca, Novacaixa Galicia and Liberbank (as a result of the unity of the old boxes of Asturias, Cantabria and Extremadura), it was a wonderful day. National Securities Market Commission (CNMV). On Friday, February 22, the entity of Galicia announced that "Liberbank's shareholders" contacted their social interests "to promote a corporate operation that was very beneficial to us". However, on the same day, the Liberbank Council said that the CNMV had not received offers, or "unified with Unicaja, as well as any other strategic operations.
Market sources have been shocked by the two different situations: some said they also had significant shareholders and non-starters. Liberbank shareholders are not more than half a dozen. In fact, Abanca continued its agreements to reach the agreement principle: 0.56% of the fee, paid in cash, except 25% of capital, controlling the bases of old money boxes. Action would be a swap. Liberbank closed yesterday at a stock exchange of 0.42 euros.
On Monday 25, Liberbank underlined that the Council has "unanimously" decided to continue with the Unicaja operation. This situation considers that the positions of the shareholders of the entity of Asturias have changed these days until the offer is over.
Menendez offer is over
Market sources are amazed that Abbanas has been able to deepen the deal with "major shareholders", without the help of the Managing Director of Liberbank, Manuel Menéndez. Menéndez seems clear that Abanca has stopped. Now, Liberbank continues negotiating with Unicaja (almost five-month details are being debated), where Menéndez will be the executive.
One of the most controversial issues was that Abanca demanded that Liberbank show its confidential balance sheets to give it a definitive price. The Galician bank has said that they have obtained a degree of 0.56 euros with "public information", which is necessary to make a confirmation of the liberal aspects (compulsory). "The attitude of the Asturian bank means that he did not want to teach his books, although the CNMV asked Sebastian Albella as his president has said. "As we offer, the bids proposed, in earnest and in good faith, companies guarantee the necessity. The decision is yours, but I do not find any intelligibility to find Liberbank's decision to have some criteria to facilitate the review of the documentation, "he said Tuesday. CNMV sources point to the right of the person who presents the petition for detailed information, but stated that Abanca It has not provided the bidding procedure provided by way of surpassing the previous quotas without giving an action price.
Liberbank believed that Abadan had seen his books go down 0.56 euros, the market message would be very negative. However, to prevent this situation, Abanca sources have said they do not want to change the price, unless there are major accounting problems.
Another natural resistance to showing balance is that the buyer sees your situation in a specific way, but the buyer does not know yours. Also, in this case, when Abanca delivered the Liberbank EW as a PWC, he would establish the mandatory entity's obligation. That is, there was reciprocity of the information, since the foundations of the bank would receive shares by Abanca. Now the ball is on the roof of the Menéndez: it is necessary to give an agreement to make Unicaja better use than Abanca. In his councils feel some aggressive funds (hedge fund), such as Oceanwood, waiting for their return on investment. However, Unicaja has taken more force in merging, now Liberbank's only option is merge. Maybe the game is no more and more offers arrive.