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2nd March 2012

Santander / KBC deal merges Zachodni with Kredyt

Santander and KBC had agreed to merge Bank Zachodni WBK (owned by Santander) with Kredyt Bank (owned by KBC). The immediate result will be Santander holding 76.5% of the merged bank, KBC 16.4% and minority investors 7.1%. Santander has committed immediately following the merger to help KBC reduce its stake below 10%. KBC was required to dispose of Kredyt by the EC following state aid received. A holding of under 10% will be considered to meet this requirement.


Kredyt shareholders will receive 6.96 Zachodni WBK shares for every 100 Kredyt shares. The deal is subject to various regulatory approvals.


The proposed entity would be Poland's third largest bank by market share with 3.5m customers and 900 branches. Its market value will be around Z20.8bn (€5.0bn £4.3bn $6.8bn ¥545bn Y42.7bn).


Emilio Botín, Chairman of Banco Santander, said: “With this transaction, Banco Santander will significantly strengthen its presence in Poland, one of the most dynamic economies in Europe, obtaining the critical mass we seek in our core markets. The transaction also underlines the flexibility and other advantages of Banco Santander’s model of stand-alone subsidiaries. From the outset, we will generate value for the shareholders of Banco Santander as well as those of the merged bank, and will create a more powerful institution for customers and employees in Poland.”

Jan Vanhevel, KBC Group CEO, welcomed today’s transaction, commenting as follows: “Today’s transaction is another major milestone in implementing the updated strategy we agreed with the European Commission. Even in an extremely challenging macroeconomic environment and in very volatile market circumstances, we have succeeded in reaching agreement on one of our most important divestment files.
Taking the decision to divest Kredyt Bank and to leave the Polish banking market was a very difficult one but difficult times have forced us to make difficult choices. We believe in the potential of the Polish market and of Kredyt Bank, in the professionalism of its management and employees and in the good service they deliver to their customers. But we are also convinced that, by taking this step, both KBC and Kredyt Bank have a clearer view of the future. This proposed merger offers opportunities for Kredyt Bank’s customers and employees alike.”