Unicaja and Liberbank approve their merger and create the fifth bank in Spain

The boards of directors of Unicaja Banco and Liberbank have approved this Tuesday the merger of the two entities, which will allow the creation of the fifth largest bank in Spain, with a volume
of assets close to 110,000 million.

The president of Unicaja, Manuel Azuaga, will be the executive president of the resulting entity, and Manuel Menéndez, CEO of Liberbank, will maintain this position in the future bank.

Both entities explain in two relevant events addressed to the CNMV that “based on the results of the due diligence carried out and on the valuations of the shares of Unicaja Banco and Liberbank carried out by their respective financial advisors, an exchange ratio has been agreed of 1 Unicaja Banco share for every 2,7705 Liberbank shares “. There will be no cash compensation.

The exchange will be handled with newly issued shares of Unicaja Banco.

The common merger project is expected to be submitted to the approval of the general shareholders’ meetings of Unicaja Banco and Liberbank, which will be held foreseeably during the first quarter of 2021, the two firms explain.

Once the merger has been approved, where appropriate, and the mandatory administrative authorizations have been obtained, Unicaja Banco will acquire by universal succession all the rights and obligations of Liberbank, as stated in the merger project submitted to the CNMV. The merger is expected to be completed by the end of the second quarter or early third quarter of 2021

Both entities justify their merger in the process of restructuring and progressive concentration of the banking sector, “derived from the need of banking entities to improve their efficiency and reduce their operating costs in an environment of prolonged reduction of the intermediation margin, as a consequence, between other factors, low interest rates. “

In their statement to the CNMV, they also explain that the trend towards concentration “is now reinforced as a consequence of the global pandemic caused by COVID-19 and the economic consequences that derive from said health crisis, anticipating at this date a strong contraction in world GDP and, in particular, in Spanish, as well as a notable increase in the unemployment rate “.

From a commercial point of view, the integration of Unicaja Banco and Liberbank will allow the combined entity to expand its presence to 80% of the Spanish territory, with a reduced overlap in the geographic areas in which they are currently present and where both entities have a great historical roots. In addition, this complementarity of the network of offices and area of ​​operation of both entities will allow the combined entity to have leading market shares in at least four autonomous communities, they explain in their statement to the CNMV.

Considering the total number of outstanding shares of Liberbank at the date of this Common Merger Project, the maximum number of shares of Unicaja Banco will issue to attend the merger exchange amounts to 1,075,299,764 ordinary shares of Unicaja Banco with a value of one euro. each of them, which represents a capital increase for a total maximum nominal amount of 1,075,299,764 euros.

It is expected that on the occasion of the merger, a proposal will be made to the General Meeting of Shareholders of Unicaja Banco for the partial renewal of its Board of Directors. The board will have 15 members: 7 proprietary directors, of which 4 will be representing the Fundación Bancaria Unicaja and 3 will be proposed to the Board of Directors of Unicaja Banco by the Board of Directors of Liberbank; 6 independent directors, of which 4 will be proposed to the Board of Directors of Unicaja Banco, and 2 will be proposed by Liberbank.

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