Caixabank could face legal row over BPI bid - shareholders

By Sergio Goncalves

LISBON (Reuters) - Spain's Caixabank (CABK.MC) could face a new obstacle in its pursuit of BPI (BBPI.LS) after minority shareholders in the Portuguese lender threatened a legal challenge to its sale of a stake in its Angolan business.

BPI shareholders meet on Wednesday to decide on the sale of 2 percent of its Angolan division BFA for 28 million euros (24.21 million pounds) to Angolan telecoms firm Unitel, which is controlled by Isabel dos Santos, the daughter of Angola's president.

Dos Santos is also a shareholder in BPI and the Angolan deal helped ease her opposition to Caixabank's pursuit, paving the way for the Spanish bank to launch a takeover bid for BPI in September at 1.134 euros a share.

Minority shareholders in BPI, however, feel they have been short-changed by the terms of the Angolan deal because the extra 2 percent Unitel is buying will push its overall stake in BFA to a controlling 51.9 percent.

The Association of Investors and Technical Analysts (ATM), a group of BPI minority investors, says the 2 percent BFA stake should carry a control premium worth 307.4 million euros, which is not reflected in the sale price of 28 million euros.

To take account of this premium, ATM and Better Finance, an organisation representing small shareholders in Europe, want Caixabank to raise its bid for BPI to about 2 euros per share so all BPI shareholders can benefit from the Angolan deal.

ATM head Octavio Viana, together with his Spanish counterpart and Better Finance, have met BPI executives to explain their demands and Viana has also contacted the CMVM Portuguese market regulator.

"We told CMVM that, if there is no revision of the bid price or no independent auditor is named to fix the price, as is required in these cases, we will challenge the decision in the courts," Viana told Reuters.

Caixabank has been pursuing BPI since early 2015 to expand into Portugal and has built up a 45 percent stake in the Portuguese lender.

A spokesman for Caixabank said the Spanish bank did not take part in the negotiations with Unitel over the BFA stake sale. Nobody at Santoro, dos Santos' holding company in Portugal, was immediately available to comment.

The board of BPI has called Caixabank's bid friendly but has also said the bank is worth more, while the Spanish bank's CEO has said the bid price is "adequate".

A spokeswoman for CMVM said once a takeover offer has been registered the market regulator will consider the value of the bid, which Caixabank hopes to complete by the end of the year.

An auditor can be named by CMVM to evaluate the price if it is not considered fair, the spokeswoman said.

($1 = 0.9401 euros)

(Additional reporting by Jesus Aguado Gonzelez in Madrid; writing by Axel Bugge; editing by David Clarke)