Clifford Chance

Clifford Chance advises Bank Millennium on the acquisition of Euro Bank from Societe Generale

Clifford Chance represented Bank Millennium in the process of structuring, negotiating and signing an agreement with Société Générale regarding the acquisition of Euro Bank by Bank Millennium. The transaction was coordinated in its entirety from Warsaw and included all aspects associated with the acquisition of a financial institution, such as: corporate law, banking law, capital markets law, regulatory issues (including on the EU level), labour law, IP law, legal aspects concerning IT systems, competition and consumer protection law, and antitrust law as well as issues related to credit portfolios, including loans denominated in foreign currencies.

The subject of the transaction is the acquisition by Bank Millennium of approx. 99.79 per cent of Euro Bank's shares for a reference price amounting to PLN 1.8bn. The final price will be adjusted by the change of the book value of Euro Bank as at the closing date. According to the plan the transaction will be closed in Q2 2019, after the required approvals from the PFSA and the OCCP are obtained, after which the legal merger of both banks will take place. In turn, the operational merger of Bank Millennium and Euro Bank is planned to take place in Q4 2019. Thanks to the planned merger, a bigger and more competitive bank will be created, ranked in 7th place in terms of the value of assets, deposits and loans, and having a particularly strong position in the area of consumer loans. After the transaction Bank Millennium will also gain 1.4m new customers. In effect, this will enable the bank to move into sixth place in terms of the number of retail customers in Poland.

The transaction was led by Agnieszka Janicka (the Managing Partner of the Clifford Chance Warsaw Office and head of the Corporate/M&A Practice), Marcin Bartnicki (Partner in the Corporate/M&A Practice), and Tomasz Derda (Counsel in the Corporate/M&A Practice).

This is yet another transaction conducted by the Clifford Chance Warsaw office of significant importance for the creation of a financial market with a new shape in Poland. The Clifford Chance Warsaw team recently advised, among others, Prudential Financial, Inc. on the sale of Pramerica Życie TUiR S.A. to Unum, PZU S.A. on the acquisition of 32.8% of shares in Bank Pekao S.A. from Unicredit, and AXA in connection with the acquisition of Liberty Ubezpieczenia.