Schoenherr has advised Austrian Raiffeisen Bank International AG ("RBI") on the merger with Raiffeisen Zentralbank Österreich AG ("RZB"). The merger represents one of the largest corporate reorganisations in the Austrian banking sector to date, which sees unlisted RZB being merged into listed Central and European banking specialist RBI. Subsequent to the merger, the Raiffeisen Landesbanken (the former majority shareholders of RZB) will hold together 58.8 % of RBI and the rest will be free float. The merger, which was officially completed on 18 March 2017, was aimed at increasing the overall capitalisation of the combined group, improving transparency for all stakeholders by simplifying the group structure, and achieving clearer corporate governance.
"We were delighted to support RBI on this highly complex transaction. We worked closely with the RBI legal team and had an excellent cooperation with them. Owing to Schoenherr's industry, regulatory and corporate law know-how, bolstered by our geographic reach, we provided comprehensive advice across multiple jurisdictions and helped carry the merger through," commented corporate m&a partner Roman Perner.
Schoenherr provided comprehensive corporate and regulatory advice, as well as due diligence support to RBI. The RBI legal team prepared a significant part of the corporate documentation in-house and Schoenherr worked very closely with them on the drafting and implementation side (e.g. regarding the merger reports by the boards). Also, Schoenherr's Austrian and CEE banking team advised RBI, RZB and the eight Raiffeisen Landesbanken on regulatory and banking supervision aspects related to the merger throughout the CEE region, including representing the parties before various local regulatory authorities.
The Schoenherr team was led by Peter Feyl (partner, banking & finance) and Roman Perner (partner, corporate/m&a), who were supported in Vienna by Stefan Paulmayer (counsel, banking & finance); Clemens Rainer (attorney at law, corporate/m&a); Stefanie Wöss (attorney at law, corporate/m&a); Matthias Pressler (associate, banking & finance); and Martina Hiebl (associate, banking & finance). The CEE team members were: Arijana Petres (partner, Zagreb; banking & finance); Ozren Kobsa (attorney at law, Zagreb; banking & finance); Natálie Rosová (attorney at law, Prague; banking & finance); Paweł Halwa (partner, Warsaw; banking & finance); Marcin Antczak (attorney at law, Warsaw; banking & finance); Matei Florea (partner, Bucharest; banking & finance); Carmen Ştirbu (attorney at law, Bucharest; banking & finance); Sandu Costin (attorney at law, Bucharest; banking & finance); Soňa Hekelová (partner, Bratislava; banking & finance); and Alexandra Adamičková (associate, Bratislava; banking & finance).
RZB was advised by bpv Hügel (Prof. Hanns Hügel, Christoph Nauer).