TALLINN - Swedbank strengthened its takeover campaign at Hansabank last week, winning approval from the European Bank for Reconstruction and Development and a show of support from Estonian financial authorities.
EBRD officials confirmed that the bank would sell its 4.8 percent stake in Hansabank, the largest bank in the Baltics, a decision that confused many observers and led some to accuse Swedbank of bad faith. If EBRD was that quick to agree to sell its shares, they claimed, then that means Swedbank was in negotiations before making similar offers to other shareholders.
Jazz Singh, a spokesman for the EBRD, said that the decision to sell the Hansa holding had not been made overnight. "Talks over the sale of our holding have been going on for some time," he said.
Last week Swedbank announced that it intends to raise its holding in Hansabank up to 95 percent by buying out minority holders at 11 euros, or 172.1 kroons, per share.
"We are sure that we'll acquire 95 percent of Hansabank shares through the offer," Swedbank communication chief Henrik Kolga said.
Many stakeholders have already said they wouldn't sell, especially now that the share price is as high as 11.89 euros (as of Feb. 21), but analysts pointed out that Swedbank, which currently owns 60 percent, only needed a controlling majority to get what it wanted. According to Estonian law, a sixty-six percent stake allows a shareholder to make major corporate without consent of minor owners.
"Two-thirds of the vote gives the majority owner exclusive authority to decide about merging, splitting, reorganizing or liquidating Hansabank," LHV investment bank's Henno Viires said.
After Swedbank's announcement, trading in Hansabank stock has grown dramatically, pulling the rest of the market with it and helping the Baltic Index set a new record (see story on Page 8).
Meanwhile, Estonia's Financial Supervision Authority had said it was incorrect to accuse Swedbank of supplying information to favored shareholders since the bank's cash-offer had yet to take effect and there were no rules forbidding prior communication with shareholders.
"In regards to the media's incomplete information about the rules for making a takeover offer, the Financial Supervision Authority considers it necessary to explain that receiving company communicates with one or several shareholders before the start of the takeover offer is not contrary to the rules," an authority spokesperson said.
On Feb. 11, top Swedbank executives said they had notified all Hansabank shareholders of their intention to simultaneously make an offer, and that no prior negotiations were held with any of them.
