Likewise, Unicaja Banco, as absorbing company, taking into consideration the proposals it has received from Liberbank, will submit to its shareholders the composition of the new Board of Directors after the merger. The Board will have 15 members, two of which will be executive directors. There will be seven proprietary directors and six independent directors. The executive directors will be Manuel Azuaga, as Executive Chairman, and Manuel Menéndez, as CEO.
The transaction involves the creation of the fifth Spanish bank in terms of assets (over 109,000 million euros), with a sound and quality balance sheet and with a broad and diverse presence across the country, being a bank of reference in six Autonomous Communities.
The Boards of Directors of Unicaja Banco and Liberbank called today their Extraordinary General Meetings of Shareholders, scheduled to be held on 31 March, on second call, to resolve on the approval of the Common Draft Terms of Merger, under which Unicaja Banco will absorb Liberbank and which was approved by their respective Boards of Directors on 29 December. Likewise, Unicaja Banco, as absorbing company, will submit to its shareholders the composition of the new Board of Directors after the merger, which will have 15 members, as indicated in the Common Draft Terms of Merger.
Once both General Meetings of Shareholders have approved the transaction, its execution will be subject to obtaining the mandatory regulatory authorizations, expected to be received at the end of the second quarter or in early third quarter of 2021, as announced.
With regard to the composition of the new Board of Directors after the merger, its 15 members will have the following distribution: two executive directors, seven proprietary directors and six independent directors. The constitution of the new governing body will take place through the partial renewal of the current Board of Directors of Unicaja Banco, as it is the absorbing entity. The Executive Chairman will be Manuel Azuaga, current Executive Chairman of Unicaja Banco, and the CEO will be Manuel Menéndez, current CEO of Liberbank.
More specifically, regarding the proposal to appoint the members of the Board of the combined entity, four of the seven proprietary directors will come from the Board of Unicaja Banco, and three from the Board of Liberbank. As per the six independent directors, four will come from Unicaja Banco and two from Liberbank.
After the Merger, the composition of the Board of Directors will be that in the annex (page 3).
The Board of Directors of the combined entity will continue to meet the corporate governance standards regarding the presence of independent directors (40% of the total of members) and of women directors (one third of the Board), thus following the recommendations of the CNMV’s Good Governance Code for listed companies.
The current Chairman of Liberbank, the independent director Pedro Rivero, once the merger is completed, shall continue linked to the bank in representation duties.
Fifth bank and institution of reference in six Autonomous Communities
The transaction involves the creation of the fifth bank in the Spanish financial system in terms of assets, with a broad and diversified presence across the country and a strong position in six Autonomous Communities, a sound and quality balance sheet (with outstanding positions in solvency and coverage and with a low default rate), and with a professional team with broad experience in generating value for shareholders through integration projects.
In fact, the combined entity will be present in 80% of the national territory, while maintaining its referential position in Andalusia, Extremadura, Castilla y León, Castilla-La Mancha, Cantabria and Asturias, and with the capacity to compete in other markets as Madrid¸ where both banks have a traditional presence.
Considering the exchange ratio set in the Common Draft Terms of Merger, Unicaja Banco shareholders will hold 59.5% of the new entity’s share capital and Liberbank shareholders will have 40.5%. Under the transaction, Liberbank shareholders will receive newly issued Unicaja Banco shares in the following ratio: 1 Unicaja Banco share per each 2.7705 Liberbank shares.
The combined entity, which will maintain the corporate name of Unicaja Banco and will be headquartered in Malaga, aims to provide value to shareholders, improving profitability, as well as to improve the offering and quality of service to customers and to continue supporting the country’s economic recovery, while maintaining as shared values closeness and commitment to regions.
Annex. Proposed composition of the new Board of Directors after the merger
In brackets, the bank of origin
Executive directors:
· Manuel Azuaga Moreno, Executive Chairman (Unicaja Banco)
· Manuel Menéndez Menéndez, CEO (Liberbank)
Proprietary directors:
· Juan Fraile Cantón (Unicaja Banco)
· Petra Mateos-Aparicio Morales (Unicaja Banco)
· Manuel Muela Martín-Buitrago (Unicaja Banco)
· Teresa Sáez Ponte (Unicaja Banco)
· Felipe Fernández Fernández (Liberbank)
· Ernesto Luis Tinajero Flores (Liberbank)
· David Vaamonde Juanatey (Liberbank)
Independent directors:
· María Luisa Arjonilla López (Unicaja Banco)
· Ana Bolado Valle (Unicaja Banco)
· Manuel Conthe Gutiérrez (Unicaja Banco)
· Manuel González Cid (Unicaja Banco)
· Jorge Delclaux Bravo (Liberbank)
· María Luisa Garaña Corces (Liberbank)
