The structure of the transaction foresees that at first, RBI will acquire a 70% stake in Polbank for EUR490m cash consideration. Concurrently in a second step Eurobank EFG and RBI will transfer their respective shareholdings in Polbank (Eurobank EFG 30% and RBI 70%) to Raiffeisen Bank Polska (RBPL) in exchange for new shares in RBPL.
As a consequence of this transaction structure Eurobank EFG will become a 13% 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 EUR400m for Polbank and EUR750m 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 EUR175m (plus interest) and RBI a respective call-option exercisable from 31 March 2016.
RBI said it would not need to raise fresh capital to fund the transaction, which is expected to close by the first quarter of 2012, subject to regulatory approval.
RBI CEO Herbert Stepic said with its clear focus on retail banking, Polbank is an ideal complement to Raiffeisen Bank Polska. RBI is creating a broad basis to develop successfully in one of the most solid and most strongly growing economies in Central and Eastern Europe.
