Dewey & LeBoeuf LLP has advised Raiffeisen Bank International AG (RBI) on the €490 million acquisition of a 70% share in Polbank EFG (Polbank), the Polish banking business branch of the Greek bank EFG Eurobank Ergasias S.A. (EFG).

With its strong retail focus, Polbank is an ideal complement to Raiffeisen Bank Polska S.A. (RBPL), RBI’s existing universal bank in Poland, which is very well positioned in the corporate segment. The combined business will (based on current financial data) become the sixth largest commercial bank in Poland in terms of assets and rank number four in the customer loan market. The acquisition will considerably strengthen RBI’s position in the largest economy with attractive growth potential in its Central Europe business. 

The transaction requires that Polbank be transformed from a branch of EFG Eurobank into a stand-alone bank under legislation that is anticipated to be enacted in Poland later this year. In addition to this novel branch-to-bank transformation, the transaction structure foresees that at closing EFG and RBI will transfer their respective shareholdings in Polbank (30% owned by EFG and 70% by RBI) to RBPL, in exchange for new shares in RBPL. As a consequence, EFG will become a 13% shareholder in RBPL next to RBI. The operational merger of RBPL and Polbank will conclude the transaction. At closing, RBI and EFG also will enter into a shareholder agreement which includes put and call options over EFG’s stake in RBPL. 

London M&A partner Stephen Horvath commented: “Our team has an extensive track record in CEE banking and insurance M&A transactions, and we are delighted that we could utilise our expertise to help RBI make this investment commitment to expand its successful Polish banking business.” 

The transaction is subject to the successful transformation of the branch and the approval of the EU, Greek and Polish regulatory authorities. 

The Dewey & LeBoeuf team was led by Mr Horvath and Warsaw Local Partner Lukasz Pawlak, supported by London Associates Nicky Maan and Fabio Falconi, Warsaw Local Partners Dorota Przelaskowska and Michał Fereniec, and Associates Agata Jakubczak, Łukasz Gorek and Wojciech Ostapowicz. Deutsche Bank provided financial advice to RBI.