• La Banque Postale ("LBP") announces its intention to acquire CNP Assurances’ shares held by Groupe BPCE (“BPCE”) and to file a simplified public tender offer with the AMF for CNP Assurances’ minority shareholders at the price of €21.90 per share with the intention of ultimately implementing a squeeze-out if conditions are met
  • Groupe BPCE and LBP announce entering into exclusive negotiations for the potential acquisition by Natixis Investment Managers of 40% of AEW’s capital and 45% of Ostrum Asset Management’s capital, currently held by LBP
  • LBP and Groupe BPCE intend to strengthen and extend their industrial partnerships and existing commercial agreements
La Banque Postale, a public banking group, and Groupe BPCE are planning to streamline and simplify all their shareholding and industrial partnerships. As initiated by LBP, both parties have signed a memorandum of understanding, subject to obtaining the necessary authorizations from the competent regulatory authorities for insurance or, as applicable, asset management activities or for merger control, and subject to works councils’ consultation process.
In this context, LBP and Groupe BPCE would enter into an agreement including notably the disposal by Groupe BPCE of its entire 16.1% stake in CNP Assurances to LBP for a price of €21.90 per CNP Assurances share (cum dividend), which would result in LBP holding 78.9% of CNP Assurances (taking into account the prior merger by absorption of SF2 by LBP).

LBP and BPCE have also entered into exclusive negotiations in order to simplify their shareholding relationships. In this context, Groupe BPCE, through Natixis Investment Managers (a wholly-owned subsidiary of Natixis), could acquire minority stakes held by LBP in Ostrum (45%) and AEW Europe (40%), with the objective of owning 100% of the capital of these asset management companies.

The two groups have also agreed that they aim to strengthen and extend their industrial partnerships.
On both industrial and commercial sides, for insurance and asset management activities, the two groups intend to continue their current contractual relationships for the benefit of their clients. This reinforcement of the industrial partnerships would notably result in the extension of all distribution and management agreements until 2030.

As part of these transactions, BPCE and LBP also wish to initiate discussions with CNP Assurances with the aim of extending the industrial partnership in savings and protection insurance, currently in force until 2030, to be extended until 2035.

LBP announces its intention to acquire the 21.1% of CNP Assurances’ capital that it would not hold following the acquisition of the 16.1% stake of BPCE by filing a simplified public tender offer for the remaining minority shareholders with the French Autorité des marchés financiers.
By increasing LBP’ stake in CNP Assurances, this project would represent a new step in the creation of the large public financial group announced by the French Minister of the Economy and Finance on August 31, 2018. It would allow for the consolidation of a public bancassurance group, through simplification and integration of the group while preserving the multi-partnership and international model which has shaped CNP Assurances’ success.

This project would also accelerate the integration of CNP Assurances’ and LBP’s insurance business, allowing LBP to pursue its project of transferring its IARD insurance activities (LBP Prévoyance, LBP Assurance Santé, LBP Assurance IARD and LBP Conseil en Assurance) to CNP Assurances, in order to accelerate its ongoing diversification strategy, and to make CNP Assurances the sole insurer of LBP.

The proposed transaction aims at promoting CNP Assurances’ development, both in its domestic and international markets, and would allow a simplification of its governance.

The shareholders fully trust the management team in place to drive the company’s development for the benefit of its partners and clients. They rely on the engagement of all CNP Assurances employees to pursue its success within the public financial group and across the world.

The proposed public offer project at €21.90 per CNP Assurances share (cum dividend) would be presented to the French Autorité des Marchés Financiers (AMF). In case conditions for implementation are met, the simplified public offer would be followed by a squeeze-out and delisting of CNP Assurances shares.

Subject to obtaining the necessary regulatory approvals referred to above and a clearance decision by the AMF, the offer is expected to open during the first quarter of 2022.

Philippe Heim, Chairman of the Board of Directors of La Banque Postale, stated: “We are delighted to write this new page of La Banque Postale and CNP Assurances’ history, alongside our historical partner Groupe BPCE. The simplification of CNP Assurances’ shareholding structure will allow us to reinforce the efficiency of our bancassurance model, and to accelerate its expansion, in accordance with its multi-partnership and international model. I fully trust all CNP Assurances’ employees, under Stéphane Dedeyan’s leadership, and under the chair of Véronique Weill, to support an ambitious development plan alongside the broader group’s teams. The reorganization of our asset management activities is fully aligned with the logic of our strategic plan: to reinforce our leadership in SRI asset management, while best serving savers, clients of our retail banking network and clients of CNP Assurances life insurance contracts. Finally, the operation offers attractive liquidity to CNP Assurances’ minority shareholders.”

Laurent Mignon, Chairman of the Board of Directors of Groupe BPCE, stated: “This proposed transaction falls within the scope of our simplification project, engaged during the second quarter. It would allow our group to develop its asset management activities, in line with our strategic objectives, through reinforcement of our participation in two of our large affiliates of Natixis Investment Managers, Ostrum AM and AEW. By extending them, the operation is also a logical step in our industrial and commercial partnerships with La Banque Postale and CNP Assurances, and would offer liquidity on our stake at attractive terms. In the end, the proposed transaction will contribute to support our cooperative banking model at the service of all of our customers, through a simplified organisation, and will reinforce a historical and high quality partnership between our two groups.”

For further reading:
About La Banque Postale
La Banque Postale group, including CNP Assurances, is a leading European bancassurer at the forefront of sustainable finance. With its diversified business model and wide range of affordable products, the Group partners with 20 million individual and business customers. A subsidiary of Le Groupe La Poste, La Banque Postale offers local banking services through 17,000 contact points, including 7,600 post offices, throughout France.

The new strategic plan, “La Banque Postale 2030”, is designed to support La Banque Postale’s ambition to become France’s favourite bank, thanks to an integrated, multi-channel bancassurance offer organised around three distinctive brands: La Banque Postale, for day-to-day banking services, Ma French Bank, for mobile banking services, and BPE, for private banking services. As a community bank, La Banque Postale is fully focused on shaping a just transition to an economy and a society capable of responding to environmental, social, regional and digital challenges.

About Groupe BPCE
Groupe BPCE, with its business model as a universal cooperative bank represented by 9 million cooperative shareholders, is currently the 2nd-largest banking group in France. With its 100,000 employees, it serves a total of 36 million customers – individuals, professionals, corporates, investors, and local government bodies – around the world. It operates in the retail banking and insurance sectors in France via its two major Banque Populaire and Caisse d’Epargne banking networks, along with Banque Palatine. With Natixis, it also runs global business lines specializing in Asset & Wealth management, Corporate & Investment Banking, Insurance and Payments. Through this structure, it is able to offer its customers a comprehensive, diversified range of products and services: solutions in savings, investment, cash management, financing, and insurance. The Group's financial strength is recognized by four financial rating agencies: Moody's (A1, stable outlook), Standard & Poor's (A, stable outlook), Fitch (A+, negative outlook) and R&I (A+, stable outlook).

La Banque Postale
French joint stock company (société anonyme) with Management
and Supervisory boards, with capital of 6 585 350 218 euros
115 rue de Sèvres - 75275 Paris Cedex 06

French joint stock company (société anonyme) with Management
and Supervisory boards, with capital of €180,478,270
50 avenue Pierre Mendès France – 75201 Paris Cedex 13

Limited liability company
Capital € 5 019 776 380,80
RCS Paris n°542 044 524
Regulated in France by the ACPR - Autorité de Contrôle Prudentiel et de Résolution
30, avenue Pierre Mendès-France
75013 Paris

An affiliate of Natixis Investment Managers
Privately-held French "Société anonyme à conseil d’administration".
Real-estate investment manager under n°T 8324 delivered by the Prefecture de police de Paris.
Share capital: €17,025,900
RCS Paris: B 409 039 914
22 rue du Docteur Lancereaux 75008 Paris, France

Ostrum Asset Management
An affiliate of Natixis Investment Managers.
French Public Limited liability company with board of Directors.
Share capital €48 518 602.
Regulated by the Autorité des Marchés Financiers (AMF) under no. GP 18000014.
RCS Paris n° 525 192 753.
43 avenue Pierre Mendès France 75013 Paris, France.

Natixis Investment Managers
RCS Paris 453 952 681
Share Capital: €178 251 690
43 avenue Pierre Mendès France
75013 Paris

This communication is for information only and is intended for investment service providers or other Professional Clients. The analyses and opinions referenced herein represent the subjective views of the author as referenced unless stated otherwise and are subject to change. There can be no assurance that developments will transpire as may be forecasted in this material.

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