BPI board says Caixabank bid welcome, price low

LISBON (Reuters) - Banco BPI's board of directors qualified a takeover bid for the Portuguese lender by its largest shareholder, Spain's Caixabank, as "opportune and friendly" on Tuesday, even though it considers the offer price of 1.113 euros (0.8715 pounds) a share as low.

BPI said in a statement that the acquisition of control by Caixabank should help resolve the problem of BPI's excessive exposure to risky Angolan assets and better prepare the lender to meet growing capital requirements from regulators.

It suggested that an average sum-of-parts price of BPI, which has a lucrative subsidiary in Angola called BFA, is 1.54 euros a share, above the bidding price.

But the bid, Caixabank's second in as many years and lower than the previous, "offers an exit option to those shareholders who give more value to the risks than future opportunities", it said.

And, unlike the previous time when it recommended that shareholders reject the bid, the board suggested no rejection, saying only that those who decide to stay should benefit from value created from the consolidation with Caixabank.

In March 2015, the board threw out an offer of 1.329 euros per share by Caixabank.

But BPI, which draws most of its profit from Angola, has since been affected by a change in European rules that classify all exposure to the African country as risky and to be fully provisioned for, significantly reducing BPI's solvency ratios. It has to cut the exposure and comply soon or pay hefty fines.

Last month, Caixabank (CABK.MC), which holds a 44.7 percent stake in BPI, failed to reach a deal that would have allowed it to buy Angolan shareholder Isabel dos Santos out and enabled BPI to offload control of BFA to one of her companies.

The board said the offer was "opportune considering that the acquisition of control creates a setting that widens the array of options to solve the current incompliance by BPI with risk limits due to its exposure to BFA and Angola's public debt".

BPI CEO Fernando Ulrich has said that if Caixabank does take over BPI, this would make the Angolan exposure negligible relative to Caixabank's overall capital, possibly helping it to avoid ECB sanctions.

BPI also said that dos Santos' company Santoro, which holds an 18.6 percent stake in BPI, now wants Portugal's securities market regulator CMVM to appoint an independent auditor to fix a minimum price for BPI shares, above the current offer.

(Reporting By Andrei Khalip; editing by Susan Thomas)