International law firm CMS has advised OTP Group on the binding agreement to sell its stake in OTP Bank Romania S.A. to the local market leader, Banca Transilvania (“BT”), including all its subsidiaries. The combined purchase price is EUR 347.5 million. This deal marks OTP Group’s full exit from the Romanian market, after 20 years.
Since 2004, OTP Bank plc., the fastest growing banking group in Central Eastern Europe, has been the majority shareholder of OTP Bank Romania.
Operating in Romania as a universal bank, OTP Bank Romania currently serves approximately 420,000 retail customers and more than 22,000 Corporate / SME customers thanks to its 1,800 employees and a network of 96 branches.
BT is the largest bank in Romania and South-Eastern Europe, covering all customer segments and business lines in the financial sector. It has more than 4 million customers, approximately 10,000 employees, and a strong branch network countrywide.
CMS advised OTP Group on all Romanian and English law aspects of the transaction, including preparation of the sale process during the due diligence exercise, drafting, negotiation, and finalisation of the Sales and Purchase Agreement (SPAs) and all other transaction documents. CMS will continue supporting OTP Group with the related regulatory approvals from the relevant banking and antitrust authorities. The transaction is expected to close in the coming months and is subject to regulatory approvals.
OTP Group Client Relationship Partner Eva Talmacsi said, “It is a pleasure to continue supporting our longstanding client OTP Bank Group, the fastest growing banking group in Central & Eastern Europe, on another cross-border transaction in the region. OTP Bank Romania has been an important feature of Romania’s banking sector for two decades, characterised by strong organic growth and exceptional customer service.”
Managing Partner of CMS Romania and Head of CEE Corporate M&A Horea Popescu added, “We are pleased to have supported OTP Group on its agreement to sell its stake in OTP Bank Romania, marking its exit from the Romanian market after 20 successful years. Our team’s extensive experience in steering clients through complex, cross-border transactions, combined with our strong local knowledge, were key to getting this agreement over the line.”
CMS Romania Partner Rodica Manea commented, “Drawing on the expertise of lawyers across Corporate and M&A, Banking and Finance and multiple other legal areas such as Competition and Data Protection, the CMS team delivered comprehensive support on this multifaceted and challenging transaction. It has been a real team effort, and this transaction really played to CMS’s strength, which is helping clients successfully piloting through such projects. We are confident that BT can continue to build on OTP Group’s legacy in Romania, and we look forward to witnessing the future success of both OTP Group and BT.”
The multidisciplinary CMS team advising OTP was led by Partners Eva Talmacsi (OTP Relationship Partner and Corporate and M&A, CMS UK and CEE) and Rodica Manea (Corporate and M&A), with invaluable support from Bucharest Managing Partner Horea Popescu (Corporate and M&A) and core team members Counsels Raluca Ionescu (Corporate and M&A), Claudia Nagy (Competition), Partner Cristina Reichmann (Banking), and Tax Director Andrei Tercu (Tax). The wider team included Partner Cristina Popescu and Senior Counsel Laura Grigore (Data Protection), Senior Associate Laura Capata (Intellectual Property), Partner Horia Draghici and Senior Associate Andrei Cristescu (Dispute Resolution), Partner Mihai Jiganie and Senior Associate Cosmin Cretu (White Collar Crime), and Counsel Adina Nanescu and Senior associate Tudor Naftica (Banking), Associates Simona Strava and Cristina Ciomos (Corporate and M&A) and many other lawyers from the Bucharest.
