OREANDA-NEWS. September 15, 2011. Sberbank of Russia (“Sberbank”) and the shareholders of Volksbank International AG (“VBI”) – Osterreichische Volksbanken-AG (“VBAG”), BPCE S.A. (“BPCE”), DZ BANK AG (“DZ BANK”) and WGZ BANK AG (“WGZ BANK”) – have signed a definitive agreement for the acquisition of 100% of VBI by Sberbank. The transaction parameter does not include VB Romania, VBI’s banking subsidiary in Romania. The agreed deal price will be 1.0x VBI book value (excluding VB Romania) ranging from EUR 585 mln to EUR 645 mln depending on business performance of VBI in 2011, reported the press-centre of Sberbank.

The closing of the transaction is subject to satisfaction of various conditions precedent, including the carve-out of VB Romania. At closing, Sberbank will also assume from VBAG, DZ BANK, WGZ BANK and BPCE up to EUR 2.5 billion of shareholder refinancing; also at closing, VBAG or a group of banks led by VBAG will provide Sberbank with five-year funding in an amount of EUR 500 mln.

This landmark transaction represents Sberbank’s first 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 291 branches and over 600,000 clients. VBI’s subsidiaries are within the top 10 financial institutions in Bosnia and Herzegovina, Croatia, Czech Republic, and Slovakia, and within the top 15 financial institutions in Hungary, Serbia and Slovenia. It also has a presence in Ukraine and a banking license in Austria. VBI’s total assets excluding Romania reached EUR 9.4 bln as at June 30th, 2011(1).

“The acquisition of Volksbank International is an important milestone in delivering on Sberbank’s 2014 strategy,” said Herman Gref, CEO and Chairman of the Executive Board of Sberbank, today in Vienna. “This will give us access to the attractive and growing markets of Central and Eastern Europe, and it will serve as a platform for organic growth and further acquisitions in the region. I am also confident that the 600,000 clients of Volksbank International and its employees will benefit from Sberbank’s support of VBI’s business and will enjoy new opportunities arising from our ownership.”Gerald Wenzel, the CEO of VBAG, commented: “This transaction offers significant value for VBI’s shareholders and provides compelling opportunities for VBI’s customers and employees. We are convinced that Sberbank is ideally suited to make the further investments required to meet the significant growth opportunities in CEE. For VBAG, this transaction also marks an important milestone in its ongoing change process“.

The transaction is subject to regulatory approvals in Russia, Austria and other CEE jurisdictions in which VBI operates. The parties expect the transaction to be completed by the end of 2011.

Societe Generale and J.P.Morgan acted as financial advisors to Sberbank. Troika Dialog also advised on the transaction.

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 counsels for BPCE.

KPMG provided vendor assistance and tax services to VBAG.