Clifford Chance has represented Powszechny Zaklad Ubezpieczen S.A. (PZU), acting as part of a consortium with Polski Fundusz Rozwoju S.A. (PFR), the Polish Sovereign Wealth Fund, in the acquisition of 32.8% of the shares in Bank Polska Kasa Opieki S.A. (Bank Pekao) from UniCredit. Gide Loyrette Nouel advised PFR and Weil advised UniCredit on the transaction, which remains contingent on the relevant regulatory approvals being obtained.
The consortium of PZU (the largest Polish insurance group) and PFR, will acquire 32.8% of the bank's shares for PLN 10.6 billion (approximately EUR 2.45 billion), which amounts to PLN 123 per share – which is 2% higher than Pekao's listing on the stock exchange. The transaction will also include the purchase of all the shares in Pioneer Pekao Investment Management, Pekao Pioneer PTE, and DI Xelion.
Clifford Chance describes the transaction as "one of the largest transactions in the banking sector in Europe in recent years." The firm also reports that "the acquisition of Pekao's shares is part of PZU's strategy until 2020, which provides for the formation of a banking group holding assets of no less than PLN 140 billion and managing assets of PLN 50 billion for third parties. PZU and PFR will cooperate to ensure effective implementation of Pekao's development strategy while maintaining the bank's current low-risk profile, sound level of profitability, and stable long-term policy in relation to payment of the dividend from profit. The finalization of this transaction makes PZU the largest financial group in the CEE region."
The Clifford Chance team was led by Partner Agnieszka Janicka and coordinated by Counsels Jaroslaw Lorenc and Wojciech Polz. The core team consisted of lawyers Kamil Sarnecki, Karol Kulhawik, Marcin Czarnecki, Aleksandra Lis, and Katarzyna Aleksandrowicz. Partner Bartosz Kruzewski, Of Counsel Nick Fletcher, Counsels Marcin Bartnicki, Iwona Terlecka, and Krzysztof Hajdamowicz, and Associate Marta Michalek also advised on various aspects of the transaction.
The Weil team consisted of Partners Pawel Rymarz and Pawel Zdort and Associates Marek Maciag, Michal Bobrzynski, Jakub Zagrajek, and Aleksandra Kabac.
Editor's Note: After this article was published, Gide confirmed that it had advised PFR on the acquisition by it and PZU of the stake in Bank Pekao. The firm reported that PFR had directly acquired 12.8% of the shares in Bank Pekao in two tranches for a total amount of PLN 4.1 billion, with PZU indirectly acquiring a 20% stake in Bank Pekao for a total amount of PLN 6.5 billion. It is envisaged that Bank Pekao may acquire UniCredit’s stakes in Pioneer TFI, Pioneer PTE, and Xelion to become the 100% owner of the subsidiaries.
The firm's team was headed by Partners Dariusz Tokarczuk and Mateusz Chmielewski and included Dorota Jenerowicz and Olga Czyzycka.
“We get huge satisfaction from knowing that our experience and expertise are appreciated, and that we were able to participate in such important transaction for the Polish financial sector, helping to strengthen the financial stability of the Polish economy and creating new opportunities for its further development” – said Tokarczuk.