Raiffeisen Bank International AG (RBI) today reached an agreement for the acquisition of a 70 per cent majority share in Polbank EFG (Polbank) in Poland. «With its clear focus on retail banking, Polbank is an ideal complement to Raiffeisen Bank Polska. We are creating a broad basis to develop successfully in one of the most solid and most strongly growing economies in Central and Eastern Europe,» said RBI CEO Herbert Stepic on the occasion of the signing.
Polbank is the banking business network, which the EFG Eurobank Ergasias S.A. (Eurobank EFG) operates in Poland, and which as a part of the transaction schedule will be transformed into a separate corporate legal entity and a licensed Polish bank. RBI will pay an upfront cash consideration of EUR 490 million for the 70 per cent stake, payable at closing. The implied price/book multiple would be 1.7. However, pending the final capital requirement, the price/book multiple at closing might be different. The acquisition is subject to a successful closing, and particularly the approval of the EU, Greek and Polish regulatory authorities. The transaction is expected to close in the fourth quarter of 2011 or the first quarter of 2012. It is not considered to be necessary that RBI raise new capital in the near term.
The structure of the transaction foresees that at first, RBI will acquire a 70 per cent stake in Polbank for EUR 490 million 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 Raiffeisen Bank Polska S.A. (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 operational merger of RBPL and Polbank will conclude the transaction. Pricing of the transaction is based on a guaranteed minimum equity of EUR 400 million for Polbank and EUR 750 million for RBPL. 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 EUR 175 million (plus interest) and RBI a respective call-option exercisable from 31 March 2016.
With its strong retail focus, Polbank is an ideal complement to RBPL, which is very well positioned in the corporate segment. The acquisition will considerably strengthen RBI’s position in the largest economy with attractive growth potential in its Central Europe business segment. Based on current financial data, the combined unit RBPL/Polbank will become the sixth-largest commercial bank in Poland in terms of assets, rank number four in the customer loan market and service more than 1 million customers.
Polbank was set up as a greenfield operation in 2006 and focuses on business with retail customers and SMEs. The company has a nationwide network of around 350 business outlets and 2,900 employees serving around 800,000 customers. The balance sheet total as of September 30, 2010, was EUR 5.5 billion. In spite of its relatively short time of business activity, Polbank has excellent supported brand recognition of 66 per cent.
RBI first entered the Polish market in 1991, through the establishment of RBPL. Total assets related to the Group’s activities in Poland came to EUR 6.5 billion as of the end of the third quarter, 2010. RBI employs around 3,000 people in 123 business outlets in Poland, serving over 240,000 customers.
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, more than 59,000 RBI employees service about 15 million customers through around 3,000 business outlets, the great majority of which are located in CEE. RBI is a fully-consolidated subsidiary of Raiffeisen Zentralbank Цsterreich 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 group head office of the entire RZB Group, including RBI.