In the absence of a week until the end of the year, the merger of Liberbank and Unicaja continues to be a mystery even for its protagonists. The first attempt to join was broken in May 2019 when both parties did not reach an agreement on the exchange equation, and above all due to the differences in the provisioning needs between the two former savings banks.
Now when this is no longer a problem, the governance can destroy this project, which has the support of Liberbank’s main shareholders (the banking foundations of the former savings banks that make up Liberbank, with more than 24%, the Oceanwood fund , with 18%, the Mexican businessman Ernesto Tinajero, with 7.43%, and Fernando Masaveu, with 5.52%) and Unicaja (the Unicaja Foundation that controls 50% of the capital of the bank of the same name) .
The current president of Unicaja, Manuel Azuaga, 73 years old, supported by the Andalusian Government, and by that of Malaga, maintains a pulse with Liberbank so that the Malaga entity retains the first executive from 2023, the year in which The ECB will terminate the executive presidency of the future entity, a position that until then and as initially agreed will fall into the hands of Azuaga.
Azuaga, like other directors of Unicaja, and the Andalusian Government assure that the entity cannot be directed in the future by the CEO of Liberbank, Manuel Menéndez. They consider that the absorbed firm, in this case Liberbank, cannot have strategic control of the resulting one, when Unicaja is the one that absorbs.
Liberbank, meanwhile, maintains that it had long been agreed that the CEO of the new entity would be Menéndez, 61, and that the presidency would correspond to Unicaja. The fact that the ECB has eliminated executive functions in the presidency in two years does not have to change the pact. “You cannot change the conditions at the end of the game. It is not acceptable ”, maintain sources from the firm led by the former Cajastur. These same sources maintain that Unicaja will already keep the brand, the headquarters and now wants to control the entire dome, with the excuse that it is an absorption.
“The operation has been designed under the formula of an absorption because it is less bureaucratic and expensive than another, such as creating a new company, but that does not mean that it is a purchase and that Unicaja can do what it wants. That would be the case if it launched a takeover bid, but it is not the case, “a source close to Liberbank shareholders complained last Monday.
Despite the fact that the positions are still bitter, the truth is that they are looking for a solution, which happens, for now, to approve the merger next week, predictably on December 29 or 30, and then seek a solution to governance. Hiring a new CEO in a few years is also on the table.
To reach a solution, Liberbank has appointed Jorge Delclaux, independent director of the entity, and David Vaamonde, representative of Oceanwood in Liberbank ,. While on Unicaja’s part, Azuaga himself is negotiating it, which according to some sources may represent a conflict of interest.
Release. CC OO Servicios de Unicaja Banco has expressed its rejection of Manuel Menéndez taking the reins of the potential resulting group after the merger with Liberbank. In a statement, the labor representation of the Andalusian bank has warned of its frontal opposition, after various news appeared in the media about this possible composition of corporate governance. Since Manuel Menéndez, current CEO of Liberbank, assumed the management of Cajastur in 1995, the entity would have taken unilateral decisions without negotiating with the labor representation, according to CC OO. It also denounces that the agreements and the proposed agreements have not been applied to the staff.