|September 9, 2011|
The closing of the transaction is subject to satisfaction of various conditions precedent, including the carve-out of VB Romania. At closing, Sberbank will also assume from VBAG, DZ BANK, WGZ BANK and BPCE up to €2.5 billion of shareholder refinancing; also at closing, VBAG or a group of banks led by VBAG will provide Sberbank with five-year funding in an amount of €500 mln.
This landmark transaction represents Sberbank’s first acquisition outside the CIS and is the latest step in its transformation from a large domestic financial institution to a leading international bank. VBI excluding VB Romania has 291 branches and over 600,000 clients. VBI’s subsidiaries are within the top 10 financial institutions in Bosnia and Herzegovina, Croatia, Czech Republic, and Slovakia, and within the top 15 financial institutions in Hungary, Serbia and Slovenia. It also has a presence in Ukraineand a banking license in Austria. VBI’s total assets excluding Romania reached €9.4 bln as of June 30th, 2011(1).
“The acquisition of Volksbank International is an important milestone in delivering on Sberbank’s 2014 strategy,” said Herman Gref, CEO and Chairman of the Executive Board of Sberbank, today in Vienna. “This will give us access to the attractive and growing markets of Central and Eastern Europe, and it will serve as a platform for organic growth and further acquisitions in the region. I am also confident that the 600,000 clients of Volksbank International and its employees will benefit from Sberbank’s support of VBI’s business and will enjoy new opportunities arising from our ownership.”
Gerald Wenzel, the CEO of VBAG, commented: “This transaction offers significant value for VBI’s shareholders and provides compelling opportunities for VBI’s customers and employees. We are convinced that Sberbank is ideally suited to make the further investments required to meet the significant growth opportunities in CEE. For VBAG, this transaction also marks an important milestone in its ongoing change process“.
The transaction is subject to regulatory approvals in Russia, Austria and other CEE jurisdictions in which VBI operates. The parties expect the transaction to be completed by the end of 2011.
Société Générale and J.P.Morgan acted as financial advisors to Sberbank. Troika Dialog also advised on the transaction.
Citigroup provided a fairness opinion to the Executive Board of Sberbank.
Freshfields Bruckhaus Deringer LLP was Sberbank’s legal counsel, while Deloitte conducted financial and tax due diligence on behalf of Sberbank.
Ithuba Capital acted as sole financial advisor to VBAG, DZ BANK and WGZ BANK, and Deutsche Bank acted as sole financial advisor to BPCE.
Schoenherr acted as legal counsel for VBAG, DZ BANK and WGZ BANK while Bredin Prat and Dorda Brugger Jordis acted as legal counsels for BPCE.
KPMG provided vendor assistance and tax services to VBAG.
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Sberbank is the largest bank in Russia, accounting for about 27% of the aggregate Russian banking assets and employing about 240,000 people. Sberbank’s founder and major shareholder is the Bank of Russia holding over 60% of the voting shares. The bank’s other shareholders comprise more than 245,000 legal entities and individuals. The bank has the largest countrywide branch network with 17 regional head offices and more than 19,000 outlets as well as subsidiary banks in Kazakhstan, Ukraine and Belarus, a branch in India, and representative offices in Germany and China.
The bank holds the general banking license No.1481 issued by the Bank of Russia.
The official website is www.sberbank.ru
VBAG is the central institution of the Volksbank sector as well as a commercial bank and financial services provider. VBAG’s strategic alignment is based on the values of the Volksbankenverbund as well as the basic cooperative principles. As the central institution of the Volksbank sector, ÖVpAG is an important pillar of the Austrian economy.
For many years, VBAG has had a stable and reliable ownership structure, which is based on a strong Austrian core shareholder. Volkbanken Holding, which stands behind all regional Volkbanks, has a 60.8 % interest. DZ-Bank Group has a 23,4 % share, with Victoria Group and RZB holding shares of 9.4 % and 5.7 % respectively. Only 0.6 % of shares are widely held.
The official website is www.volksbank.com
DZ BANK forms part of the German cooperative financial network, which comprises more than 1,100 local cooperative banks and is one of Germany‘s largest private-sector financial services organizations measured in terms of total assets. Within the cooperative financial network, DZ BANK AG functions both as a central institution for over 900 cooperative banks and their 12,000 branch offices and as a corporate bank.
The DZ BANK Group includes Bausparkasse Schwäbisch Hall, DG HYP, DZ PRIVATBANK Group, R+V Versicherung, TeamBank, Union Investment Group, VR LEASING, and various other specialized institutions. With their strong brands, the companies of the DZ BANK Group constitute key pillars in the range of financial products and services offered by the cooperative financial network. The DZ BANK Group sets out its strategy and range of services for the cooperative banks and their customers through its four strategic business lines – retail banking, corporate banking, capital markets, and transaction banking.
The official website is www.dzbank.de
WGZ BANK, since 1884, has been the central institution of the Volksbanken and Raiffeisenbanken in the Rhineland and Westphalia, with its head office in Düsseldorf, Germany’s second largest financial centre. Located in the heart of Europe, in one of Germany’s and Europe’s economically most important regions, it supports and complements the services of its about 220 member banks in both national and international business. Apart from its headquarters in Düsseldorf, WGZ BANK has subsidiaries in Münster and Koblenz. With consolidated total assets of Euro 93,6 bn, WGZ BANK is one of Germany’s largest banking institutions. The cooperative banks linked up with WGZ BANK maintain about 2,320 outlets and have approximately 2.8 million members. The combined balance sheet total of these banks amounts to about EUR 169 bn. WGZ BANK sees its main corporate objective in promoting and strengthening the competitiveness of these local cooperative banks.
Apart from its traditional function as a central institution, WGZ BANK is a commercial bank, offering a wide range of customized and highly sophisticated services and products to corporates and capital market clients. As a wholesale bank, WGZ BANK plays an active role as a trading partner in the international money, forex, derivatives and capital markets as well as in bond issues and syndications.
The official website is www.wgzbank.de
BPCE, the 2nd-largest banking group in France, includes two independent and complementary commercial banking networks: the network of 20 Banque Populaire banks and the network of 17 Caisses d'Epargne. It also works through Crédit Foncier de France in the area of real estate financing. It is a major player in corporate & investment banking, asset management and financial services with Natixis. Groupe BPCE serves more than 36 million customers and enjoys a strong presence in France with 8,000 branches, 125,000 employees and more than 8 million cooperative shareholders.
The official website is www.bpce.fr