Following the completion of all regulatory requirements, Raiffeisen Bank International AG (RBI) today announced the formal closing of the acquisition of a 70 per cent share in Polish Polbank EFG S.A. (Polbank). «I am very happy that we have concluded this complex transaction. Combining Polbank and Raiffeisen Bank Polska will provide us with a strong basis for a broadly diversified business in one of the most solid and most strongly growing economies in Central and Eastern Europe,» said RBI CEO Herbert Stepic. The combined bank will become RBI’s largest subsidiary in terms of customer loan volumes. RBI’s subsidiary in Russia will remain the largest operation in terms of assets.
The merged bank will operate under the brand «Raiffeisen Polbank» combining the excellent international standing of Raiffeisen as a financial brand with the high recognition of Polbank in the local market. The new bank’s managing board will be headed by Piotr Czarnecki, currently CEO of Raiffeisen Bank Polska S.A. (RBPL) with Kazimierz Stanczak, currently President of the Management Board of Polbank, as First Vice President. The acquisition will combine the pure retail footprint of Polbank with the strong position of RBPL in the corporate and SME segment. Besides the excellent business position, strong deposit generating capabilities due to Polbank’s broad branch network as well as considerable cost synergies after the operational merger are expected.
Polbank comprises the banking network, which EFG Eurobank Ergasias S.A. (Eurobank EFG) operated in Poland. As a part of the transaction schedule, it was transformed into a separate corporate legal entity and a licensed Polish bank. RBI paid an upfront provisional cash consideration of ˆ 460 million for the 70 per cent stake at the closing of the deal. The implied price/book multiple for 100 per cent amounts to 1.5 and may become lower, depending on Polbank’s equity per closing statements. The calculation already takes into account an agreed indirect further reduction in price of ˆ 30 million.
The structure of the transaction foresees that at first, RBI will acquire a 70 per cent stake in Polbank for said ˆ 460 million provisional cash consideration. Concurrently in a second step, Eurobank EFG and RBI will transfer their respective shareholdings in Polbank (Eurobank EFG 30 per cent and RBI 70 per cent) to RBPL in exchange for new shares in RBPL. As a consequence of this transaction structure, Eurobank EFG will become a 13 per cent shareholder in RBPL next to RBI. The legal merger of RBPL and Polbank, scheduled to take place within one year after the closing, will conclude the transaction. The pricing of the transaction is based on a guaranteed minimum equity of ˆ 400 million for Polbank and ˆ 750 million for RBPL. Amounts exceeding the guaranteed minimum equity will be refunded on 1:1—basis, i.e. without a premium. Also as a part of the transaction arrangement, the parties have entered into a shareholder agreement which includes the granting of a put option to Eurobank EFG to dispose of its stake in the combined entity of RBPL, including Polbank, to RBI at any time at a valuation based on business performance, but no less than ˆ 175 million (plus interest) and RBI a respective call-option exercisable from 31 March 2016. Eurobank EFG has already announced to RBI that it would execute its option immediately following the closing, making RBI the sole shareholder of the combined bank. This part of the transaction would still be subject to a renewed merger approval by the EU anti-trust authorities.
The acquisition will considerably strengthen RBI’s position in the largest economy with attractive growth potential in its Central Europe business segment. The combined unit RBPL/Polbank will rank number six in Poland by customer loans (ˆ 10.6 billion as of year-end 2011) and service more than 900,000 customers.
It is envisaged that 15 per cent of the shares in the combined bank will be listed on the Warsaw Stock Exchange by June 2016. Furthermore, RBI’s shares are planned to be listed in Poland by June 2018 in addition to their listing on the Vienna Stock Exchange.
Polbank was set up as a greenfield operation in 2006 focusing on business with retail customers and SMEs. As of year-end 2011, it had a nationwide network of 322 business outlets and 2,935 employees serving more than 664,000 customers. The balance sheet total as of year-end 2011 was ˆ 5.88 billion, with loans and advances to customers amounting to ˆ 5.23 billion. In spite of its relatively short time of business activity, Polbank has excellent aided brand recognition of 74 per cent. Polbank will be consolidated into the RBI Group from 1 May 2012; first consolidated figures will be available at the publication date of RBI’s results for the first half of 2012 on 29 August.
RBI entered the Polish market in 1991, through the establishment of RBPL. Total assets related to the Group’s activities in Poland came to ˆ 7.4 billion as of year-end 2011. As of that date, RBI employed around 3,200 people in 116 business outlets in Poland, serving over 246,000 customers. RBI’s Polish operations generated a profit before tax of ˆ 112 million and a profit after tax of ˆ 88 million in 2011.
Raiffeisen Bank International AG (RBI) regards both Austria, where it is a leading corporate and investment bank, and Central and Eastern Europe (CEE) as its home market. In CEE, RBI operates an extensive network of subsidiary banks, leasing companies and a range of other specialised financial service providers in 17 markets.
RBI is the only Austrian bank with a presence in both the world’s financial centres and in Asia, the group’s further geographical area of focus. In total, around 59,000 employees service about 13.8 million customers through around 2,900 business outlets, the great majority of which are located in CEE.
RBI is a fully-consolidated subsidiary of Raiffeisen Zentralbank Osterreich AG (RZB). RZB indirectly owns around 78.5 per cent of the common stock, the remainder is in free float. RBI’s shares are listed on the Vienna Stock Exchange. RZB is the central institution of the Austrian Raiffeisen Banking Group, the country’s largest banking group, and serves as the head office of the entire RZB Group, including RBI.