BAWAG and Permanent TSB Group Holdings plc (“PTSB”) have agreed, with the support of the Minister for Finance of Ireland who holds approximately 57.5% of the shares in PTSB, the terms of a cash offer by BAWAG which has been recommended by PTSB’s board of directors. Pursuant to the terms of the offer, BAWAG will acquire the entire issued and to be issued share capital of PTSB for a consideration of €2.97 per share (equivalent to a total consideration of approximately €1.619 billion).
The proposed acquisition is subject to further terms being set out in the joint announcement published by BAWAG and PTSB on the date hereof pursuant to Rule 2.7 of the Irish Takeover Panel Act 1997, Takeover Rules 2022 and to conditions including, among other things, (i) the approval of the requisite majority of PTSB shareholders, (ii) receipt of any necessary regulatory and other approvals and (iii) sanction by the Irish High Court.
Hengeler Mueller advised BAWAG on the transaction alongside Irish counsel Arthur Cox.
Hengeler Mueller team for BAWAG Group AG
Transaction: Johannes Adolff, Dirk Bliesener (both lead, both Frankfurt), Markus Ernst (Munich), Pascal Brandt, Gerrit Tönningsen (both Frankfurt, all partner), Clemens Dodt (Frankfurt), Matthias Mayer (Düsseldorf), Julia Tittel (Frankfurt, all associate).