The Turkish shareholder of Credit Europe Bank approved, in principle, the merger by absorption of the bank from Romania with the parent bank from the Netherlands. Credit Europe Bank will operate in Romania through a branch after the completion of the merger, estimated for the end of this year.
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Credit Europe Bank NV (Netherlands), the majority shareholder of Credit Europe Bank Romania, decided to adopt, in principle, the merger by absorption without dissolution of the Romanian bank with the Dutch one, practically the takeover of the Romanian company by the parent bank, as Profit.ro previously announced.
Credit Europe Bank NV is part of the Turkish group FİBA Holding A.Ş., controlled by the Özyeğin family.
The merger project is to be voted on at the Extraordinary General Meeting of Shareholders on June 7.
Credit Europe Bank intends to operate in Romania through a branchas happens in the case of other foreign banks that have a significant presence in Romania.
Under these conditions, the Romanian branch of CEB Holland will take over all the assets and liabilities of the Romanian bank, including headquarters and other real estate assets or participations in other companies, as well as rights and obligations from contracts, as well as obligations from litigation.
On the date of the merger, Credit Europe Bank Romania will cease to exist (it will be deleted from the Trade Register) and the assets, rights and liabilities will be transferred from the Dutch company, which will simultaneously allocate them to the branch in Romania.
“Through the proposed Merger and the establishment of the Romanian Branch, the Merging Companies aim to increase synergy and operational efficiency also with regard to CEB Group’s operations in Romania. The CEB Group will continue its activities in Romania and following the Merger, the CEB Group directly on the Romanian banking and financial market through the Romanian Branch. In particular, CEB Group’s credit card business in Romania is an important franchise that it intends to develop. In addition, the Merger and the establishment of the branch will allow the CEB Group to intensify its efforts to establish a digital retail bank in Romania. Also, from the point of view of costs, the Merger will be an advantageous one, as it will lead to lower administrative and operating costs,” the merger draft states.
The bank mentions that after the merger, all contracts with customers will continue under the same terms and conditions that were in force before the merger, the only expected changes being those regarding the name.
The proposed timeline for the merger is November-December 2024.
For the merger, CEB needs the consent of the National Bank of Romania, but not that of the Competition Council, given that the operation is considered an intra-group restructuring.
The net asset value of CEB Romania is 183.3 million euros, while that of CEV Holland is 642.6 million euros.
Credit Europe Bank Romania ended last year with a consolidated net profit of 66.8 million lei, up from 30.8 million lei in 2022.
The increase in profit came on the back of higher interest income by 20 million lei to 160.6 million lei, while income from commissions increased insignificantly to 27.3 million lei.
Operating income increased by almost 4 million lei of 226.2 million lei.
Operating expenses fell sharply, from 36.8 million lei to 78 million lei, due to the reduction of provisions for loans – it went from a net expense of 21.5 million lei to a net income of 25.3 millions of lei.
Personnel expenses increased by 10 million lei to 94.4 million lei.
Credit Europe Romania had assets of almost 3.4 billion lei at the end of last year, in sharp decline, from 4 billion lei in 2022. Loans granted to customers fell to 1.6 billion lei, from 2.3 billion of lei in the previous year.
The bank had customer deposits of 2 billion lei, down from 2.43 billion lei in 2022. Financing from retail customers remained stable, at around 1.2 billion lei, mainly term deposits.
The Credit Europe Netherlands group ended last year with a net profit of 63 million euros, compared to 39 million euros in 2022. Assets increased from 4.9 billion euros to 5.6 billion euros.
Tags: step takeover Credit Europe Bank Romania Dutch parent bank merger plan expected approved June
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