CaixaBank agrees to sell stakes in Grupo Financiero Inbursa and The Bank of East Asia to Criteria

Under the agreement, the strategic alliances with BEA and GFI will be maintained

• CaixaBank sells 17.24% of The Bank of East Asia (BEA) and 9.01% of Grupo Financiero Inbursa (GFI) to Criteria for their current market value of €2,651 million.
• Criteria will pay CaixaBank through the delivery of CaixaBank shares valued at €2,009 million (9.9% of capital) plus €642 million in cash. The CaixaBank board of directors intends to propose redeeming these shares at the next general shareholders' meeting.
• CaixaBank thereby meets one of the key targets set in its 2015-2018 Strategic Plan, namely to bring the capital charge of its non-controlled stakes to below 10% by year-end 2016 (now 8.1%).
• Isidro Fainé, Chairman of the "la Caixa" Group, called the deal a win-win for CaixaBank, Criteria and all the bank's shareholders. In particular, the group can maintain its strategic alliances with two key partners, Criteria as the core shareholder and CaixaBank as banking partner.
• Gonzalo Gortázar, CEO of CaixaBank, noted that the deal helps CaixaBank meet a major commitment of its Strategic Plan, a full year ahead of schedule and focuses its capital into its core market.

The Board of Trustees of the "la Caixa" Banking Foundation and the boards of directors of both CaixaBank and Criteria Caixa have approved a deal whereby CaixaBank will sell 17.24% of The Bank of East Asia (BEA) and 9.01% of Grupo Financiero Inbursa (GFI) to Criteria Caixa, for their current market value of €2,651 million.

In exchange for these stakes, Criteria Caixa will pay CaixaBank €642 million in cash plus CaixaBank shares valued at €2,009 million (9.9% of CaixaBank's capital).

At the upcoming CaixaBank general shareholders' meeting, the company's board of directors intends to propose redeeming at least the treasury shares it acquired from Criteria through the deal (9.9%).

The transaction, which is slated for completion in the first quarter of 2016, is conditional on securing the pertinent regulatory authorisations in Hong Kong and Mexico. It will also depend on GFI's board of directors approving Criteria's acquisition of GFI shares, and the European Central Bank's approval of both CaixaBank's purchase of its own shares and the proposal its board will make to redeem those shares.

Under fairness opinions issued by Citi and USB, the consideration CaixaBank will receive from Criteria is deemed reasonable for CaixaBank from a financial perspective.

Isidro Fainé, Chairman of the "la Caixa" Group, called the deal a win-win for CaixaBank, Criteria and all the bank's shareholders. According to Mr Fainé, it will allow CaixaBank to reduce the capital charge of non-controlled stakes, as foreseen in its 2015-2018 Strategic Plan, while also boosting the company's free float.

Mr Fainé also stated that, thanks to the deal, the "la Caixa" Group can uphold its strategic alliances with two key partners, both with Criteria as core shareholder and CaixaBank as a banking partner. This allows the group to continue supporting its customers in their international expansion.

Compliance with CaixaBank's 2015-2018 Strategic Plan

The company's 2015-2018 Strategic Plan, unveiled in early March, called for a one-third reduction in the capital charge of investee portfolios, from 16% at year-end 2014 to below 10% by 31 December 2016. Thanks to the deal, the capital charge will now be 8.1%.

Gonzalo Gortázar, CEO of CaixaBank, meets that through the transaction CaixaBank met a major commitment of its strategic plan an entire year ahead of schedule.

Gortázar added that the bank has also shored up its position as a leader in the banking and insurance business in Spain, channelling invested capital into its core market.

The top-tier capital ratio after full application of Basel III (CET1 fully loaded) would stand at 11.7%. Following the deal, CaixaBank will firmly comply with its strategic plan target of a CET1 fully loaded ratio between 11% and 12%.

The transaction is expected to have virtually no income statement impact.

Moreover, once the CaixaBank board of directors' proposal to redeem its treasury shares has been approved, the tangible book value per shaer will grow by 3%.

Maintaining strategic alliances with BEA and GFI

Through the deal, CaixaBank reduces the capital consumption of minority holdings, in line with its 2015-2018 Strategic Plan, while the company's free float increases by around 5%. Moreover, its equity story is reinforced, as the leader in the Spanish banking and insurance business, reducing minority holdings and focusing on banking investments in the Eurozone. Strategic alliances with The Bank of East Asia and Grupo Financiero Inbursa also remain in place.

Decrease in Criteria Caixa's stake in CaixaBank

Upon completion of the deal, Criteria Caixa's stake in CaixaBank will drop from the current 56.8% to 52%. The fully-diluted holding (taking into account Criteria's €750 million bond, convertible into CaixaBank shares and maturing in November 2017), would decrease from 54% to 48.9%.