Banco BPI Balloting to Scrap Voting-Rights Limit Falls Short

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A proposal to scrap voting-rights limits at Banco BPI SA fell short of the three-quarters needed for shareholder approval, threatening to derail CaixaBank SA’s bid for the Portuguese lender.

The proposal, a condition of Barcelona-based CaixaBank’s takeover offer for BPI, received 52.45 percent of votes at a shareholder meeting, BPI said in a regulatory filing on Wednesday. BPI shares declined 3.8 percent at 1:20 p.m. in Lisbon; CaixaBank rose 0.3 percent in Madrid.

CaixaBank, Spain’s third-biggest lender, in February offered as much as 1.1 billion euros ($1.2 billion) for the 56 percent of BPI that it doesn’t already own. The bid required BPI to abandon a rule limiting a single investor’s voting rights to 20 percent, which would prevent CaixaBank from exercising control.

“CaixaBank has to define what it will do,” BPI Chairman Artur Santos Silva said at a news conference after the shareholder meeting. “The offer has conditions that the bidder can change.”

A CaixaBank spokesman didn’t have an immediate comment.

Angolan investor Isabel dos Santos, BPI’s second-biggest shareholder with a 19 percent stake, called for the vote in an attempt to thwart CaixaBank’s offer. She wants BPI to consider combining with Banco Comercial Portugues SA, Portugal’s No. 2 bank after state-owned Caixa Geral de Depositos SA. BPI, based in the northern Portuguese city of Oporto, is the fourth largest.

“The offer as it is doesn’t have conditions to be successful,” Mario Silva, chairman of dos Santos’s investment vehicle Santoro Finance, said after the meeting. “We are still committed to talk to all shareholders to build the best solution for the future of the bank.”

While the European Commission endorsed CaixaBank’s offer on May 6, the bank still needs approval from the European Central Bank, the Angolan central bank and insurance and pension-fund authorities, a person with knowledge of the deal said on Monday.

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