EFG Eurobank Ergasias SA (“Eurobank EFG”) announces that it has agreed to form a partnership with Raiffeisen Bank International AG (“RBI”) in relation to their Polish operations. The terms of the transaction envisage RBI acquiring 70% of Polbank EFG for an upfront cash consideration of €490 million, following the incorporation of Eurobank EFG’s branch business as a separate bank with a full Polish banking license. Subsequently, RBI and Eurobank EFG shall bring together their Polish banking businesses with RBI controlling 87% of the combined group and Eurobank EFG retaining a 13% stake. The transaction is expected to close most likely in Q4 2011 following the completion of the incorporation of Polbank EFG and subsequent customary regulatory change of control approvals.
The operations of Eurobank EFG and RBI in Poland are highly complementary. Both organisations are well-known and respected, with leading customer-centric brands promising a strong partnership. RBI has been present in Poland since 1991 and is now the 5th largest corporate bank with over 240,000 total customers. Eurobank EFG launched greenfield operations in Poland in 2006 and has already become the 8th largest retail bank with in excess of 800,000 retail customers, creating substantial shareholder value in a relatively short time-period since inception. The combination of the two banks will create the 4th largest Polish bank in terms of customer loans with more than 400 branches and a full product offering for over a million retail and corporate customers.
The structure of the transaction foresees that at first, RBI will acquire a 70 per cent stake in Polbank EFG for €490 million cash consideration. Eurobank EFG and RBI will transfer their respective shareholdings in Polbank EFG (Eurobank EFG 30% and RBI 70%) to Raiffeisen Bank Polska S.A. (“RBPL”) in exchange for new shares in RBPL. As a result, Eurobank EFG will become a 13% shareholder in RBPL alongside RBI. The operational merger of RBPL and Polbank EFG will follow the transaction. Pricing of the transaction is based on a guaranteed minimum equity of €400 million for Polbank EFG and €750 million for RBPL. Also, as part of the transaction arrangement, the parties have agreed a shareholder agreement which includes the granting of a put option to Eurobank EFG to dispose of its stake in the combined entity to RBI at any time at a valuation based on business performance, but no less than €175 million (plus interest) and RBI a respective call-option exercisable from 31 March 2016.
Through its retained shareholding, Eurobank EFG will be able to continue to participate in the growth of the Polish banking market, benefiting further from the value creation of forming a leading universal bank in Poland, as well as the substantial synergies to be obtained from bringing together two strong banking franchises. The combined bank intends to continue growing its business in each customer segment in Poland where RBI and Eurobank EFG are currently present and to exploit its enhanced product offering and geographical presence in the country to further develop its banking business.
Eurobank EFG’s CEO, Mr. Nicholas Nanopoulos, commented:
“We are pleased to have found a very good partner for our Polish operations. We continue to believe that there is tremendous potential for further growth in the Polish market and that the combined operations will be ideally placed to benefit from it. We look forward to working with RBI to create one of the leading Polish universal banks.”
Eurobank EFG Group is a European banking organization with total assets of €86.5bn (9M10). The Group employs more than 22,500 people and offers its products and services both through its network of 1,600 branches and points of sale, and through alternative distribution channels.
Eurobank EFG Group has an established presence in Greece, Bulgaria, Serbia, Romania, Turkey, Poland, Ukraine, United Kingdom, Luxembourg, and Cyprus. It is a member of the EFG Group, an international banking group with presence across 40 countries.
More information about Eurobank EFG can be found at www.eurobank.gr.
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Eurobank EFG was advised by Goldman Sachs International and Rothschild.