Event Publicly Available Information:
Is there a Successor to Bankia, S.A.?
The Eligible Market Participant that submitted the DC Question included the following information:
In a press release published on the CaixaBank website, it was announced that the merger of Bankia, S.A. and CaixaBank, S.A. was completed on 26 March 2021.
According to the Joint Merger Plan published previously by the two parties, the merger was to be effected in accordance with the Spanish Law on Structural Changes to Companies with Bankia being merged into CaixaBank, resulting in the dissolution of Bankia and the transfer, by universal succession, of all Bankia’s assets and liabilities to CaixaBank. Fitch Ratings has noted in its Rating Action Commentary of 30 March 2021 that, in connection with the merger, Bankia has ceased to be a distinct legal entity and CaixaBank has assumed all of Bankia’s outstanding debt.
As part of the merger, shareholders of Bankia have received shares in CaixaBank in exchange for their Bankia shares.
The EMEA DC considered the DC Question in respect of Bankia, S.A. (Bankia) in respect of 2014 Transactions and Updated 2003 Transactions.
The EMEA DC noted that on 26 March 2021, Bankia merged with and into CaixaBank, S.A. (CaixaBank) and ceased to exist as a stand-alone entity. CaixaBank, as the surviving entity, acquired all assets and assumed all liabilities, rights, obligations and other legal relationships of Bankia. As part of the merger, shareholders of Bankia received shares in CaixaBank in exchange for their Bankia shares and the new CaixaBank shares began trading on 29 March 2021.
For the purposes of 2014 Transactions, the EMEA DC considered the following Transaction Types:
Accordingly, the EMEA DC concluded in respect of each Transaction Type that (i) CaixaBank was the Universal Successor and the sole Successor to Bankia, and (ii) the Succession Date was 26 March 2021 (being the effective date of the merger as specified in the Spanish company register).
The EMEA DC also concluded that the merger constituted a Succession Event for the purposes of Updated 2003 Transactions, and that CaixaBank succeeded directly or indirectly to seventy-five percent or more of the Relevant Obligations of Bankia. Accordingly, the EMEA DC concluded that for the purposes of Updated 2003 Transactions, CaixaBank is the sole Successor for Updated 2003 Transactions and the Succession Date was 26 March 2021, and this occurred on or after the Succession Event Backstop Date.
|Request Accepted by DC|
Pursuant to the standing resolution passed by the EMEA Determinations Committee (DC) on June 21, 2010, the first meeting of the EMEA DC to deliberate the DC Questions relating to this DC Issue has been deferred pending deliberation of such DC Questions by the EMEA DC legal subcommittee.
Please refer to EMEA_DC_Standing_Resolution_210610.