According to Reuters, at the end of March, Chinese group Legend Holdings was reportedly considering the sale of its 90% stake in Banque Internationale à Luxembourg. Who might be interested? Two sources, speaking on condition of anonymity, told Paperjam that two potential buyers have expressed interest in acquiring the bank.
Without referring to this specific case, Paperjam reached out to the Commission de Surveillance du Secteur Financier (CSSF) to learn more about the steps a potential acquirer must take to successfully carry out such a transaction.
Asked about the usual steps and processes for both the seller and the buyer(s) to ensure a quick execution, a spokesperson for the CSSF replied, “No rapid execution can be guaranteed because there is a very specific process to follow for each file in accordance with the law of 5 April 1993 relating to the financial sector (“LSF”) (article 6 (5) to (14)), the CSSF circular 17/669, as well as the ECB guide on procedures for acquiring qualifying holdings.”
“The ECB is exclusively competent to authorise all qualifying holdings in credit institutions established in member states participating in the Single Supervisory Mechanism (SSM) in accordance with Article 4 of Council Regulation (EU) N°1024/2013 of 15 October 2013 conferring specific tasks on the European Central Bank concerning policies relating to the prudential supervision of credit institutions,” added the CSSF spokesperson.
“The main steps in the process are: 1) Submission of an application for authorisation by the acquirer(s) to the CSSF and the ECB; 2) Acknowledgment of receipt sent by the CSSF, determining whether the application is complete or not; 3) If the application is complete, the assessment period for the CSSF and the ECB begins; 4) During the assessment period, the CSSF and the ECB analyse the equity investment considering the criteria set out in Article 6(9) of the LSF; and 5) At the end of this assessment period, the ECB issues a decision of no objection/objection to the acquisition of a qualifying equity investment, taking into consideration the proposed decision established by the CSSF following its analysis of the various assessment criteria.”
“Acquirer must be considered healthy and stable”
Regarding the usual timeframe to complete this type of transaction, the CSSF spokesperson said, “The usual timeframe for obtaining a decision from the ECB is 60 working days from receipt of a complete file. It should be noted that files are rarely complete upon initial submission and that this timeframe may be suspended if additional information is required.”
Finally, given the importance of this type of transaction, Paperjam also asked the CSSF about any additional requirements. In response, the CSSF spokesperson said, “The assessment of the file considers the influence of the future acquirer on the target bank. Thus, in a strategic acquisition (i.e., takeover), the acquirer must be considered healthy and stable, as well as have a long-term vision and proven financial strength.”