Sberbank completes the acquisition of Volksbank International
Attention! Blocking period until 5 pm CET.
15 February 2012, Moscow - Sberbank of Russia ("Sberbank") has completed its acquisition of 100% of Volksbank International AG ("VBI"). Today's closing follows the announcement on 8 September 2011, that Sberbank had entered into a sale and purchase agreement with the shareholders of VBI - Österreichische Volksbanken-AG ("VBAG"), BPCE S.A. ("BPCE"), DZ BANK AG ("DZ BANK") and WGZ BANK AG ("WGZ BANK").
The transaction perimeter does not include VB Romania, VBI's banking subsidiary in Romania.
In the period between signing and closing, the selling shareholders have made capital contributions to increase VBI shareholders' equity to offset Q3 2011 losses, and also agreed to reduce the €585 million consideration by €80 million. Final consideration is €505 million.
As part of the completion of the acquisition, Sberbank has also assumed from VBAG, DZ BANK, WGZ BANK and BPCE the equivalent of ca. €2.1 billion of long-term shareholder refinancing and VBAG or a group of banks led by VBAG have provided Sberbank with five-year funding in an amount of €500 million.
This landmark transaction represents Sberbank's first major 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 295 branches and over 600,000 clients. VBI's subsidiaries are within the top 10 financial institutions (by total assets) in each of Bosnia and Herzegovina, Croatia, the Czech Republic, and Slovakia, and within the top 15 financial institutions (by total assets) in each of Hungary, Serbia and Slovenia. It also has a presence in Ukraine and holds a banking license in Austria.
"This transaction is an important step in Sberbank's international strategy and in our journey for building a truly global financial corporation. Sberbank is uniquely positioned due to its capital and funding capabilities to benefit from a growth potential offered by Central and Eastern European countries. We are confident that Sberbank will build a strong platform for both organic and inorganic growth using VBI footprint",", explained Sberbank CEO Herman Gref
VBI CEO Friedhelm Boschert expressed his satisfaction at the completion of the transaction: "I am very pleased that now, after our more than 20 years of operating in the CEE region, we will be able to open up a new chapter in our ongoing success story with the support of Sberbank as our new strong owner".
Société Générale and J.P.Morgan acted as financial advisors to Sberbank. Troika Dialog also advised on the transaction.
PricewaterhouseCoopers and Oliver Wyman are advising Sberbank on the integration process.
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 counsel 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 200 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 95,6 bn, WGZ BANK is one of Germany's largest banking institutions. The cooperative banks linked up with WGZ BANK maintain about 2,280 outlets and have approximately 2.8 million members. The combined balance sheet total of these banks amounts to about EUR 176 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 19 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, 117,000 employees (FTEs) and more than 8 million cooperative shareholders.
The official website is www.bpce.fr
These materials contain statements about future events and expectations that are forward-looking statements. Any statement in these materials that is not a statement of historical fact is a forward-looking statement that involves known and unknown risks, uncertainties and other factors which may cause Sberbank's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Sberbank assumes no obligations to update the forward-looking statements contained herein to reflect actual results, changes in assumptions or changes in factors affecting these statements.
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