November 09, 2018
Weil advised Raiffeisen Bank International AG (Raiffeisen Bank International) and Raiffeisen Bank Polska S.A., a Polish subsidiary of Raiffeisen Bank International (Raiffeisen Bank Polska), in connection with the acquisition, as a result of a demerger, of the core business of Raiffeisen Bank Polska by Bank BGŻ BNP Paribas S.A. (Bank BGŻ), and in connection with the subsequent cross-border merger of Raiffeisen Bank Polska (as the company being acquired) with Raiffeisen Bank International and the establishment of the Polish branch of Raiffeisen Bank International.
The takeover of Raiffeisen Bank Polska’s core business by Bank BGŻ involved the acquisition by Bank BGŻ’s controlling shareholder, BNP Paribas SA (BNP Paribas), of a major stake in Raiffeisen Bank Polska and the subsequent demerger of Raiffeisen Bank Polska by way of the carve-out of Raiffeisen Bank Polska’s core business to BGŻ BNP Paribas. As a result of the demerger, Raiffeisen Bank International acquired a minority stake in Bank BGŻ, which was repurchased partially by BNP Paribas and partially by the European Bank for Reconstruction and Development immediately after the demerger.
The entire transaction comprising the takeover of Raiffeisen Bank International‘s core business in Poland is valued at 3.25 billion Polish złoty (€774 million, $945 million).
The demerger and transfer of the core business to Bank BGŻ was effected on October 31, 2018, and did not include certain assets and liabilities that remained with Raiffeisen Bank Polska. In particular, Raiffeisen Bank Polska retained FX loans extended by Raiffeisen Bank Polska and specific corporate credit exposures.
On November 3, 2018, the Austrian Companies Register registered the cross-border merger of Raiffeisen Bank Polska with Raiffeisen Bank International, whereby all of Raiffeisen Bank Polska’s assets remaining after the demerger were transferred to Raiffeisen Bank International. Following the merger, Raiffeisen Bank International is operating in Poland via its Polish branch known as Raiffeisen Bank International AG (Spółka Akcyjna) Oddział w Polsce.
On November 5, 2018, BNP Paribas and the European Bank for Reconstruction and Development acquired a minority stake in Bank BGŻ from Raiffeisen Bank International.
The Weil team that advised Raiffeisen Bank International was led by Corporate partner and head of the Warsaw office’s regulatory team Łukasz Gasiński, Corporate associates Jacek Zawadzki and Katarzyna Łukaszewicz, law clerks Marzena Iskierka and Anna Aranowska, Tax partner and head of the Warsaw office’s Tax department Robert Krasnodębski, Tax associate Marek Kanczew, Banking & Finance partner and co-head of the Warsaw office’s Banking & Finance practice Marcin Iwaniszyn, Banking & Finance associate Jerzy Bombczyński, and Corporate associate Łukasz Czujko.