By Olivier Brunet
SEO & traffic strategist: Camille Radicchi
The creation of a “large public financial center” led La Banque Postale to want to delist CNP Assurances, after having taken control of it.
Headquarters of La Banque Postale in Paris (credits ©Jean-Michel Daix)
Friendly simplified takeover bid by La Banque Postale on CNP Assurances
La Banque Postale (LBP) is launching a simplified takeover bid for the securities of the insurer CNP Assurances that it does not yet hold. The bank, already a shareholder, wants to increase its stake and then withdraw CNP Assurances from the listing, if the conditions are met. The offer is open from May 2 to May 31 inclusive.
LBP has thus undertaken to acquire from the minority shareholders of CNP Assurances their shares at the price:
- of 21.90 euros per share dividend attached (the right to the dividend goes to LBP)
- of 20.90 euros per ex-dividend share (the right to the dividend goes to the minority shareholder)
The dividend having already been paid during the opening period of the offer, the price is therefore adjusted to 20.90 euros per share. The valuation methods used to determine the offer price are available in the securities note (page 36).
This is a simplified takeover bid (OPAS), because the initiator already holds more than 50% of the capital and voting rights. Before the opening of the offer, La Banque Postale owns 585,329,268 CNP Assurances shares and 1,011,927,783 theoretical voting rights representing 85.25% of the capital and 90.83% of the theoretical voting rights.
The offer is of course friendly, CNP Assurances having already been exclusively controlled by La Banque Postale since March 4, 2020.
This takeover bid comes at the end of the acquisition by La Banque Postale of the block of CNP Assurances shares held by BPCE (Banques Populaires, Caisses d’Épargne) on 17 December 2021 at a price of 21.90 euros per share, dividend attached, i.e. 2. 43 billion euros in all.
The operation is part of the so-called “Mandarine” project, initiated in June 2019 under the aegis of Caisse des dépôts (66% shareholder of La Poste), aimed at creating a “major public financial center” and leading to the merger between LBP and CNP Assurances. Incidentally, the legal organization chart and the capital ties of the new entity are simplified.
Payment of the CNP Assurances dividend in 2022
The distribution of a dividend of 1 euro per CNP Assurances share was voted by the ordinary and extraordinary general meeting (mixed GA) of shareholders, which was held on April 22.
The shareholders therefore approved:
- the ex-dividend date of April 27
- payment, in cash, from April 29, 2022
The allocation of the dividend is therefore not disturbed by the simplified takeover bid, the opening of which takes place after May 2.
Brokerage fees for shareholders tendering to the offer
Each shareholder wishing to tender their shares to the offer may benefit from brokerage fees being paid by La Banque Postale up to 0.3% of the amount of the shares tendered, up to a maximum of 150 euros.
On the other hand, in the event of the sale of the securities on the market, the transaction costs will remain the responsibility of the seller.
An individual shareholder tendering his shares must contact his financial intermediary to find out the applicable terms and conditions, in order to tender his shares in due time and free of charge.
Dates of LBP’s simplified takeover bid for CNP Assurances
The indicative timetable for the OPAS is as follows (source note d’opération):
- October 28, 2021: announcement of the OPAS project
- December 17, 2021: acquisition of BPCE shares
- March 8, 2022: favorable opinion of the CNP Assurances Social and Economic Council
- March 16, 2022: filing of the simplified takeover bid
- April 7, 2022: filing of the draft response document including the reasoned opinion of the Board of Directors, independent expert’s report
- April 26, 2022: compliance decision of the Autorité des marchés financiers (AMF) on the transaction
- April 27, 2022: ex-dividend date
- April 29, 2022: payment of the dividend
- May 2, 2022: opening of the public offer
- May 31, 2022: closing of the public offer
- June 3, 2022: publication of the notice of the results of the offer by the AMF
- June 8, 2022: settlement-delivery of the offer
- Mid-June 2022: squeeze-out and delisting of shares from Euronext Paris (if the conditions are met)
CNP Assurances: delisting announced for the month of June
La Banque Postale plans to delist CNP Assurances shares “if the regulatory conditions are met”. Indeed, the OPAS should be followed by a so-called squeeze-out procedure. This possible compulsory withdrawal would take place “mid-June”, according to the indicative timetable communicated to the market.
The purpose of this procedure is to enable LBP to have the shares not tendered to the Offer transferred to it “compensation equal to the offer price”. The Ledouble firm, appointed independent expert, considered that the proposed price was fair, including in the event of compulsory withdrawal, according to the expert report made public on April 7.
The shares of CNP Assurances would then be delisted from the market.