PIRAEUS BANK DOESN'T WANT TO BE ACQUIRED BY J.C. FLOWERS ANYMORE The sale of Banca Comercială Carpatica, in doubt

E.O. (translated by Cosmin Ghidoveanu)
Ziarul BURSA #English Section / 23 decembrie 2015

The sale of Banca Comercială Carpatica, in doubt

Investors who have bought shares in Carpatica in expectation of the deal with J.C. Flowers may be left disappointed

Shares of Banca Comercială Carpatica (BCC) have risen substantially lately, amid the repeated announcements about the agreement with American fund J.C. Flowers to acquire the Sibiu-based lender, but it would seem that the transaction has been endangered by the negotiations with another bank.

Allegedly Piraeus Bank has rejected the offer made by American fund J.C. Flowers to acquire its Bucharest branch, according to some sources quoted by Profit.ro.

The representatives of Piraeus Bank România have declined to comment on the information. Recently, Nicolae Cinteză, the head of the Oversight Department of the National Bank of Romania (NBR), was saying that J.C. was nearing the completion of its acquisition of Banca Carpatica, which was conditional upon the acquisition of Piraeus Bank România.

He said that the merger of the two banks would create a new bank.

About a month ago, Mr. Cinteză warned about the possibility of the American fund abandoning its plans to acquire Piraeus Bank, and said, in an interview granted to BURSA, that one of the major obstacles when it comes to the acquisition of Piraeus Bank România seems to be the passing of the law of giving in payment, as the investment fund wasn't willing to accept the losses generated by the conversion of foreign denominated loans and by the giving in payment of real estate collaterals to extinguish the debts. "I am really worried that that the deal with Piraeus will fall through, because it is not possible to intervene in a contract concluded between two parties", the head of the NBR oversight department told us at the time.

The law of giving in payment, which has been sent back to the Parliament to be reviewed again, involves the forgiveness of all the debts once the debtor has returned to the bank the property put up as collateral under the loan agreement.

A J.C. Flowers negotiating team has been in Athens, over the last few days, to discuss the final details of the contract for the acquisition of Piraeus Bank România, but it seems that the Greeks have abandoned the idea of the transaction.

At first, the two parties had reached an agreement on the main aspects of the transaction, but the Piraeus board of directors subsequently added more conditions, and eventually halted the negotiations.

The quoted sources think that the negotiations were complicated further by the occurrence of the new law of giving in payment, with each party trying to shift the burden of any potential losses on the other.

Voices from the shareholder structure of Banca Carpatica think, however, that the deal between Ilie Carabulea, the biggest shareholder of the bank, and the Americans of JC Flowers to sell an indirect stake of 25% of the bank, can not be made conditional on another transaction.

Moreover, in October, the shareholders of Carpatica have approved the amendment of the terms and conditions of the 110 million lei share capital increase, to allow the offering of the unsubscribed shares to JC Flowers, as part of a private placement.

Recently, the Romanian commercial bank has announced that 330 shareholders have exercised their right of preemption in the 110 million lei share capital increase, contributing 11.47 million lei.

Yesterday, BCC shares fell 2.58%, to 0.1135 lei/share.

BCC posted a loss of 26.5 million lei, in the first nine months of the year, up YOY from 21.7 million lei, according to a report sent by the company to the BSE. The bank's officials had announced that the bank's capital adequacy ratio was 8.6% on September 30, down from 10.8% on December 31st, 2014, as a result of the operating loss in the first nine months and of the increase of the RAS provisions.

At the end of Q3, the institution had net revenues of 81.3 million lei, down 19% YOY, reflecting mainly the dropping revenues from interest earned and financial assets.

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