Spain's fifth biggest bank, Banco Popular, said on Monday its takeover offer for smaller rival Banco Pastor has been accepted by the target bank's majority shareholders.
Their agreement effectively seals the all-share deal, worth a reported 1.36 billion euros ($1.8 billion), the latest step in the restructuring of Spain's financial sector following the collapse of a property bubble in 2008.
The three major Banco Pastor shareholders representing a combined 52.28 percent of the equity "have accepted the terms of the offer," Banco Popular said in a statement.
The three shareholders are corporate foundation Fundacion Pedro Barrie de la Maza with 42.17 percent, Amancio Ortega, who owns the textile giant Inditex, with 5.06 percent and Tesalia with 4.04 percent.
Banco Popular announced Friday it was in talks with Banco Pastor, one of five Spanish banks that in July failed European Union stress tests to assess the ability of lenders to withstand a prolonged recession.
"It was very unlikely that Banco Pastor could survive given its strong exposure to the property sector and its resulting high level of bad debts, but also its reduced size and weak capital base," Spanish retail bank Bankinter said in a research note.
Banco Pastor hopes to complete the deal by early next year. It said it may carry out a convertible bond issue of around 700 million euros to maintain its solvency ratio at 9.6 percent.
"It is likely that there will be more concentrations in the sector, but this will take place slowly," said Fernando Hernandez, a fund manager at Spanish brokerage Inversis.
The Bank of Spain and the government have put pressure of Spanish banks to merge so as to lower costs and strengthen their balance sheets to cope with bad loans that piled up after the 2008 property market collapse.
The financial restructuring has already cut the number of savings banks from 45 to 15 through a series of mergers.
Banco Pastor and Banco Popular shares were suspended from trading on Friday when they announced the takeover was being discussed.
The offer consists of:
1.115 new Banco Popular shares in exchange for each Banco Pastor share. Based on the latest Banco Popular share price, that would value Banco Pastor's outstanding shares at 1.08 billion euros.
30.9 new Banco Popular shares for each mandatory convertible bond in Banco Pastor. According to the daily El Pais, this part of the offer is worth another 277 million euros.
Hernandez said the deal would allow Banco Pastor "to get out of a delicate situation and move to a more normal situation.
"But for Banco Popular, even if they gain market share, they will introduce more risk to their balance sheets through greater exposure to the property sector," he added.
Banco Pastor shares jumped 21.05 percent at 3.68 euros in mid-afternoon trade while Banco Popular shed 1.21 percent at 3.522 euros.
Banco Popular had total assets worth 130 billion euros ($174 billion) at the end of last year, compared to 31 billion euros for Banco Pastor.