Santander is not rolls. The purchase may shake Erste's capital situation

The structure of the takeover of Santander Bank Polska by Erste means no need to announce a call to other Santander shares, but minority investors should be able to get out of this investment in this way. What's more, Erste's capital situation will be quite tense after taking over, which may arise the regulator's questions about the capital facilities of the new owner – says DM BOŚ analyst, Michał Sobolewski.

Erste Group announced on Monday about the signing of a contract on the purchase of 49 percent. at Santander Bank Polska and 50 percent at Santander TFI for a total of 7 billion. Erste expects the takeover to be finalized in the fourth quarter of 2025. Unofficial information on this matter appeared at the end of April.

“I am a bit surprised that Banco Santander is so easy to give control at this bank and at this price. On the one hand, the price has a certain Versus bonus, other banks, while in relation to the bank's shares directly before the transaction, this bonus is gone. Sobolewski.

Banco Santander informed on Monday that a completely cash transaction after PLN 584 for the shares is valued by Santander Bank Polska at 2.2 times the accounting value per share in the first quarter of 2025, excluding the announced dividend of PLN 46.37 per share, and 11 times of profits from 2024 also gives a bonus of 7.5 %. compared to the closing price of Santander Polska of May 2, 2025, excluding dividends and 14 percent. compared to the weighted average volume from six months.

Before finalizing the planned acquisition, the Santander Group plans to buy a 60 % package. at Santander Consumer Bank, currently belonging to Santander Bank Polska, to have 100 percent. shares in this company.

“Such transactions from the point of view of minority shareholders are quite not transparent. I understand that such a transaction structure results from the fact that the new owner has capital restrictions,” said Sobolewski.

“It can be seen that Erste's capital situation will be quite tense, so the question is whether the PFS will want to allow the Polish market to allow the entity that de facto cannot afford to buy larger shares in Santander,” he added.

An important lack of a call

According to Sobolewski, from the point of view of minority shareholders, it is important that there is no call for other Santander Bank Polska actions.

“This is due to the law, but I believe that minority investors should be able to leave this investment,” said Sobolewski.

“This is not here, so the market can be disappointed. The question is why minority shareholders are to pay for another rebranding, having no option to get out of this investment,” he added.

ERSTE expects the acquisition to be finalized at the end of 2025, provided that the regulatory approval and other preliminary conditions are obtained, including the finalization of Santander Consumer Bank sales to the Santander Group.

The chairman of the Polish Financial Supervision Authority, Jacek Jastrzębski, assessed on Monday that the appearance of new investors on the banking market may increase the competitiveness of the banking sector. (PAP Biznes)

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