Planned disposal by Natixis and
acquisition by BPCE SA of the Consumer financing, Factoring,
Leasing, Sureties & guarantees and Securities services
businesses, for a price of €2.7bn
Paris, September 12, 2018
In order to
strengthen its universal banking model, adress new customer usage
and better meet clients' needs across the Banques Populaires and
Caisses d'Epargne networks, Groupe BPCE plans to integrate the
Consumer financing, Factoring, Leasing, Sureties & guarantees
and Securities services businesses within BPCE SA, thereby
symplifying its organization. To that end, BPCE SA is contemplating
the acquisition of such activities from Natixis, for a total price
of €2.7bn.
This operation
would lead Natixis to pay a special cash dividend up to €1.5bn,
contingent on any significant acquisition project that may arise by
the closing of the transaction.
If finalized, the
intended transaction will significantly contribute towards Groupe
BPCE and Natixis' ambitions laid out in their respective TEC 2020
and New Dimension strategic plans which targets are reviewed
upwards on this occasion (Natixis 2020 RoTE target of
14-15.5%(1) vs. 13-14.5%
previously).
If successfully
completed, the foreseen transaction will allow Natixis to
accelerate the development of its asset-light model. Natixis would
invest up to €2.5bn over its New Dimension strategic plan,
primarily in asset management, compared with €1bn initially
planned.
Natixis' independent directors
were informed of the projected transaction and appointed Morgan
Stanley to provide the fairness opinion on this operation.
Independent directors have assessed the terms and conditions of the
proposed transaction over the course of several meetings, with the
support of Morgan Stanley, and ruled in favor of the project at
today's Natixis Board of Directors' meeting.
BPCE SA Supervisory Board also
approved the transaction project today. Board members who are also
Natixis' directors did not take part in the vote.
Morgan Stanley will continue its
assessment over the months ahead and the fairness opinion should be
submitted to the Natixis Board of Directors once the final terms of
the transaction have been defined, and after approval of the
supervisory authorities and consultation with the employee
representative bodies involved. The conclusions of this fairness
opinion will be communicated once final.
The realization of the transaction
would imply a capital increase from BPCE SA, underwritten by the
Banques Populaires and the Caisses d'Epargne.
The closing of
the transaction is expected towards the end of the first quarter of
2019.
A DRIVER OF VALUE
CREATION
The planned
acquisition of the Consumer financing, Factoring, Leasing, Sureties
& guarantees and Securities services businesses would enable
Groupe BPCE to:
-
provide its clients with a more coordinated
product and service range, as well as improved customer
experience,
-
step up the high value-added solutions
offering,
-
enhance the way it addresses customer needs and
new digital usage.
Natixis would
reinforce its strategic mobility with the 2020 CET1 ratio
target of 11% achieved ahead of plan, after paying out a special
cash dividend up to €1.5bn (contingent on any significant
acquisition project that may arise by the closing of the
transaction). Regardless of such a dividend distribution, Natixis'
room for manoeuvre to accelerate the development of its asset-light
strategy across its high value-added areas of expertise that
consume little capital and cost of risk, will increase, with Groupe
BPCE to support Natixis' growth ambitions, if needed.
This deal would afford Natixis
greater financial flexibility as a result of a shorter balance
sheet duration (>75% with maturity < 1 year) and greater
ability to adjust its expense trajectory, depending on its revenue
evolution.
Natixis will continue to work
closely with the Banques Populaires and Caisses d'Epargne networks
across its full range of fast-growing business lines i.e. Asset
& Wealth Management, Corporate & Investment Banking,
Insurance, and Payments. Pro forma for the transaction, Natixis
would generate ~16% of its 2017 revenues with the networks and the
three quarters of the synergies that were identified between
Natixis and Groupe BPCE networks over the New Dimension plan would
remain.
Natixis would also generate 53% of
its 2017 pro forma revenues outside France.
Laurent Mignon,
Chairman of Groupe's BPCE Management Board, states: "In less than 10 years, our teams'
commitment and hard work across the Group have helped us
successfully build our universal cooperative banking model based on
strong banners that each boast a singular client focus. This
planned transaction would mark the start of a new step in Groupe
BPCE's transformation and take us closer to the goals outlined in
our TEC 2020 strategic plan as well as in Natixis' New
Dimension plan. It would also help us more effectively address our
customers' needs across the Banques Populaires and Caisses
d'Epargne networks, enhance the quality of our products and
services, and continue transforming the business lines involved in
the deal while also driving their growth. These factors together
would set the stage for Natixis to more swiftly implement its
asset-light model with its clients and the Group's two retail
networks".
François Riahi,
Chief Executive Officer of Natixis, adds: "This planned transaction would give Natixis further
financial firepower to invest in its differentiating asset-light
business lines - primarily asset management - and provide
additional growth opportunities for the company. Today marks
another milestone in Natixis' development and demonstrates our
ability to step up the roll-out of our New Dimension strategic
plan. This proposed transaction would give Natixis' balance sheet
greater flexibility and make the company more responsive and agile
in an ever more demanding market environment. We stand firmly at
the heart of Groupe BPCE and this move would put us in an even
better position to further support our clients and Banques
Populaires and Caisses d'Epargne customers right across our
business lines - Asset & Wealth Management, Corporate &
Investment Banking, Insurance, and Payments."
STRATEGIC AND
FINANCIAL TARGETS REVIEWED UPWARDS ON THE OCCASION OF THIS
OPERATION
Groupe
BPCE
-
Additional net income of ~€80m by 2020 (~€60m in
2017) post minority buy-back
-
Futhermore, the impact on Groupe BPCE's CET1
ratio would be around -20bps
Natixis
-
2020 RoTE target revised from 13-14.5% to
14-15.5%(1)
-
Acquisition capacity raised to €2.5bn(2) over
2018-2020
-
Theoretical dividend capacity of
~€5.6bn(2) over
2018-2020
Furthermore, the transaction would
have the following impacts:
-
RWA deconsolidation of ~€14bn, based on
31/12/17
-
Positive one-off P&L impact of
~€450m(3) on Natixis'
net income, fully-booked by the closing of the transaction
-
Annual net income deconsolidation of ~€200m,
based on 31/12/17
About Groupe BPCE
Groupe BPCE, the 2nd-largest banking group in France, includes two
independent and complementary cooperative commercial banking
networks: the network of 14 Banque Populaire banks and the network
of 15 Caisses d'Epargne. It also works through Crédit Foncier in
the area of real estate financing. It is a major player in Asset
and Wealth management, Insurance, Corporate & Investment
Banking and Specialized Financial Services with Natixis. Groupe
BPCE, with its 106,500 employees, serves a total of 31 million
customers and enjoys a strong local presence in France with 7,800
branches and 9 million cooperative shareholders.
The senior prefered debt long term is rated by four financial
rating agencies, Moody's (A1, stable outlook),
S&P (A, positive outlook), Fitch (A, positive outlook) and
R&I (A, stable outlook).
About Natixis
Natixis is the international corporate and investment banking,
asset management, insurance and financial services arm of Groupe
BPCE, the 2nd-largest banking group in France with 31 million
clients spread over two retail banking networks, Banque Populaire
and Caisse d'Epargne.
With more than 21,000 employees, Natixis has a number of areas of
expertise that are organized into four main business lines: Asset
& Wealth Management, Corporate & Investment Banking,
Insurance and Specialized Financial Services.
A global player, Natixis has its own client base of companies,
financial institutions and institutional investors as well as the
client base of individuals, professionals and small and medium-size
businesses of Groupe BPCE's banking networks.
Figures as at June 30, 2018
(1) Post SRF
contribution and US tax reform reviews
(2) ~€400m
already invested since January 1, 2018
(3) Impact
estimated at end-2018. Figure may vary depending on potential tax
adjustments
(4) Based on
CRR-CRD4 rules as reported on June 26, 2013, including the Danish
compromise - without phase-in
Press Contact Groupe BPCE
Anne-Laure Declaye : 01 58 40 61 79
Lina Mestari : 01 58 40 76 29
presse@bpce.fr |
Press Contact Natixis Investor
Relations Natixis
Sonia Dilouya : 01 58 32 01 03 Damien Souchet : 01 58 55 41
10
Laure Sadreux : 01 58 19 34 17
|
groupebpce.fr |
|
BPCE_Natixis_projet_acquisition_cession
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Source: NATIXIS via Globenewswire