The Belgian government and France's biggest bank, BNP Paribas
BNP Paribas would still buy 75 percent of Fortis Bank, once the banking arm of listed Fortis Holding, but now in state hands, from Belgium, the Belgian government said in a statement early on Saturday.
Fortis Bank would now acquire a 25 percent stake in Fortis Insurance Belgium from Fortis Holding for 1.375 billion euros ($1.74 billion), with the financing guaranteed by BNP.
We do feel relatively comfortable that we will get a positive vote on this deal because we definitely show that compared to the deal presented to shareholders on 11 February it is better, Fortis Chairman Jozef De Mey told a conference call.
The revisions, which will allow Fortis Holding to continue as an insurance company and will lower its exposure to a pool of toxic assets, are designed to win over some of its angry investors who narrowly blocked the deal last month.
BNP Paribas will seek to fulfil its goal of becoming the euro zone's biggest deposit-holder by pushing into Belgium and Luxembourg with a new Belgian state guarantee for Fortis Bank losses.
We have to wait until the shareholders give their verdict but this time we are very confident about the success of this deal, BNP Paribas' Director-General Baudouin Prot told French radio France Info.
This is a very important step: after the acquisition of BNL in Italy in 2006, and not to forget Luxembourg, BNP Paribas will have a presence in four European markets, he said.
The new terms were struck after top-level talks lasting from Friday evening into the early hours of Saturday.
Fortis Holding, made up of most of the Belgian and international insurance operations outside the Netherlands, will hold votes open to all shareholders on the deal in Utrecht, the Netherlands, and in Brussels as soon as possible in April.
It is positive... I am convinced there will be a majority in favor of the French and Belgian deals, said Paul Huybrechts, president of the VFB Flemish shareholders federation which has 7,000 members, some 80 percent owning Fortis shares.
Mischael Modrikamen, a lawyer representing 2,400 shareholders who challenged the initial deal, said he was against the new deal. There is absolutely no reason to be happy for the shareholders when you look at the agreement. It's a total defeat for the Belgian state, he said.
A court had ruled that only shareholders who held stock last October were able to vote on the previous deal in February that was thrown out by a wafer-thin majority.
Modrikamen threatened on Saturday to go back to the court if Fortis Holding allowed all shareholders to vote next month.
Fortis Holding would see its maximum exposure to a pool of toxic assets drop to 760 million euros from 1 billion euros. The Belgian state's interest would fall to 740 million euros from 2 billion and BNP's to 200 million from 290 million.
A Belgian state guarantee for toxic asset debt financed by Fortis Bank would drop to 4.36 billion euros from 5 billion.
Belgium would now provide a guarantee for eventual losses on structured products held by Fortis Bank up to a maximum of 1.5 billion euros and would allow it to issue up to 2 billion euros of capital in the next three years underwritten by the state.
Fortis Insurance Belgium and Fortis Bank would have a distribution agreement lasting until 2020. BNP Paribas and Fortis Insurance would study possibilities of cooperating in car and home insurance.
Fortis Holding would also maintain the right to any gain Belgium made on the BNP Paribas shares it now held. The French bank had agreed to pay for its stake in Fortis Bank with shares then priced at 68 euros.
The complex agreement, completed just past a Friday deadline, would be put to Fortis shareholders, including largest holder and Chinese insurer Ping An <601318.SS>.
They revolted over the break-up of their company by the Dutch, Belgian and Luxembourg governments and Belgian asset sale to BNP in October after an 11.2 billion euro cash injection failed to calm investors' concerns.
The angry shareholders first secured a court ruling to freeze the deal, prompting BNP and Belgium to revise the terms, and then voted against that adjusted deal.
Shares in Fortis, which now consists of the Belgian and international insurance activities of the old group, have fallen to around 1 euro, having almost hit 30 euros before Fortis launched its ill-fated joint bid for Dutch rival ABN AMRO.
Fortis shares closed Friday up 13.3 percent at 0.96 euros. BNP stock ended down 5.4 percent at 21.7350 euros.
(Additional reporting by Anne Jolis and Huw Jones in Brussels, and Henri-Pierre Andre in Paris; Editing by Mike Peacock)