Investor advisory firm Institutional Shareholder Services (ISS) has recommended Czech bank MONETA Money Bank shareholders approve a revised offer to take over rival Air Bank and issue stock that may raise the stake of investment group PPF.
ISS had recommended rejecting a previous offer by PPF, which fell short of some necessary votes in June.
A new deal proposed by Air Bank owner PPF allows all MONETA shareholders to participate in capital raises and leaves open whether it would gain a majority in the combined entity.
“The current proposal is designed to preserve shareholders’ preemptive rights, thus providing minorities with an option to participate in the future upside potential of the combined company without diluting their ownership interest,” ISS said in a report dated Dec. 3 and emailed to Reuters on Monday.
“On balance, we believe that the improved deal terms provide MONETA with an opportunity to pursue its ambitious strategic plan at a reasonable price, while also providing shareholders optionality to participate in the future upside potential.
“Alternatively, a potential mandatory takeover offer in case of a change of control will provide shareholders with an exit option at a premium to the initial transaction proposed in June 2021. Based on these considerations, the proposed transaction warrant support at this time.”
PPF, which owns nearly 30% of MONETA, wants to sell its own Czech and Slovak lending assets led by Air Bank to MONETA in a 25.9 billion crown ($1.2 billion) deal.
The revised deal includes a two-round share issue open to all shareholders. PPF has agreed to take up unsubscribed shares, providing a backstop.
MONETA’s shareholders are set to vote on that on Dec. 20.
PPF said last week it would welcome gaining majority control but is not seeking it “at all costs”.
MONETA shareholder Petrus Advisers said on Nov. 29 it still opposed the transaction.
Source: Reuters.com