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The transaction structure envisages merging the business units with Raiffeisen International which are to be spun-off from RZB
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Based on indicative valuation ratios, the resulting stake held by RI free float shareholders would range between 21.2 and 22.0 percent
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Resolutions by the Supervisory Boards and Annual General Meetings of the involved entities as well as all approvals by relevant regulatory authorities are still required
Today, the Managing Boards of Raiffeisen Zentralbank Österreich AG (RZB) andRaiffeisen International Bank-Holding AG (RI) resolved to present a merger of materialparts of the RZB banking operations with RI to the respective shareholders for them topass resolutions. Decisions were now also taken on the preliminary valuation ranges ofthe units which are to be merged as well as further details on the transaction structure.According to these decisions, RZB business units to be included in the merger wouldinitially be spun-off from RZB into a wholly-owned subsidiary, which would then beimmediately merged into RI. RI, which in the future would be called RaiffeisenbankInternational AG, is to receive an Austrian banking license as a result of the mergerand would continue to be listed on the stock exchange. The transaction does notinclude the functions of RZB as the central institution of the Raiffeisen Banking Group Austria as well as associated business units and equity participations held by RZB.
The determined preliminary valuation ranges for the entities which will be merged have been confirmed by the current state of enterprise valuations conducted by Deloitte Audit Wirtschaftsprüfungs GmbH (Deloitte) and BDO Austria GmbH (BDO) respectively.Based on these figures, the management expects the share of RI free float to be between 21.2 and 22.0 per cent (previously 27.2 per cent, in all cases including
treasury shares) after the transaction has been carried out. In consideration of these assumptions, the earnings per share 2009 attributable to former RI shareholders based on a pro forma calculation would increase due to the merger, from effectively EUR 0.99 to EUR 1.50 to 1.55 per share.
The above mentioned audit firms were engaged by the Managing Boards of RZB (BDO) and RI (Deloitte) to conduct the valuations based on the discounted earnings method in compliance with international valuation standards. According to Austrian merger law, the appropriateness of the not yet finalized exchange ratio is to be confirmed by an independent court appointed merger auditor, which in turn is an audit
""The fact that we are publishing the valuation effects at this time underlines just how committed we are to providing the highest possible level of transparency. Together with a valuation process that follows very stringent and internationally accepted guidelines, this approach should further strengthen the trust that the capital market places in Raiffeisen,"" said Walter Rothensteiner, Chairman of RZB's Board of
Management and Chairman of the Supervisory Board of RI.
There is to be continuity in the management after the merger has been completed. The Managing Board of Raiffeisenbank International AG would be composed as follows: Herbert Stepic (CEO), Karl Sevelda (Deputy CEO, Corporate Banking), Martin Grüll (CFO), Johann Strobl (CRO), Aris Bogdaneris (Retail Banking), Patrick Butler (Global Markets), Peter Lennkh (Network Management), and Heinz Wiedner(COO). Walter Rothensteiner would be the chairman of the Supervisory Board of Raiffeisenbank
International AG.
""We are convinced that we are taking this step towards a merger at the right time and that doing so will prepare us even better to meet the challenges and make the most of the opportunities that the future holds in store for us. We are creating a bank that has a strong emerging markets orientation with a clear focus on Central and Eastern Europe, that is extremely well-positioned in the corporate business segment in Austria,
and that will continue to profit from the strength of its core shareholder,"" added Herbert Stepic, CEO of Raiffeisen International and Deputy Chairman of RZB's Managing Board.
The necessary resolutions by the Supervisory Boards, the respective Annual General Meetings with a three quarters majority of the involved entities, as well as all regulatory approvals, are still required. The financial results of RZB and RI for the first quarter are both to be published on 30May 2010. The ordinary RI Annual General Meeting, which among other business is also to vote on the merger, is planned for 8 July 2010. The documents on the merger required for the vote are also planned to be made publicly available from 30 May 2010.
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Raiffeisen Zentralbank Österreich AG (RZB) is the central institution of the Austrian Raiffeisen Banking Group, the country's largest banking group. It is a leading corporate and investment bank in Austria and also considers Central and Eastern Europe (CEE) as its home market. RZB is the only Austrian bank with a global network of business units reaching all important finance centres around the globe. It is also present in Asia with branches and representative offices in nine locations.
Via listed subsidiary Raiffeisen International Bank-Holding AG, RZB operates one of the largest banking networks in CEE, covering 17 markets across the region through subsidiary banks,leasing companies and a range of other financial service providers. The group's 56,500 employees service more than 15 million customers through over 3,000 business outlets. For further information please contact Andreas Ecker-Nakamura (+43-1-71 707-2222, [email protected]) or Michael Palzer (+43-1-71 707-2828, [email protected]).http://www.rzb.at, http://www.ri.co.at
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