Shareholders in Permanent TSB have voted overwhelmingly in favour of a €1.6 billion takeover of the Irish bank by Austria’s Bawag Group, clearing a major hurdle for the proposed transaction.
At an extraordinary general meeting, 91 percent of votes cast supported the deal. The offer required approval from at least 75 percent of shareholders.
The transaction will now require approval from the High Court in Ireland and the European Central Bank in Frankfurt before it can proceed.
The Irish government, which owns 57.4 percent of PTSB, is among the bank’s largest shareholders. Finance Minister Simon Harris has supported the proposed sale.
PTSB’s board recommended the Bawag offer in April after the bank began exploring a potential sale last year. Goldman Sachs was appointed to advise on the process and oversee a competitive review of potential offers.
The deal drew questions from some shareholders at the meeting. Sretaw, an investment vehicle owned by businessman Eamon Waters and holding 7.02 percent of PTSB, had previously expressed disappointment with the proposed transaction.
Proxy advisory firm Glass Lewis also recommended that investors reject the offer. It argued that the case for the deal had become less convincing as PTSB’s share price increased. ISS, another major shareholder advisory firm, took the opposite position and recommended backing the transaction.
Bawag is offering €2.97 for each PTSB share. The proposed price is around €400 million below the value of PTSB’s net assets at the end of last year, although it represents a premium to the bank’s share price before the sale process was announced in October.
PTSB has argued that the Bawag offer represents the strongest available option for shareholders after the competitive sale process.
Chief Executive Eamonn Crowley said the board had carefully assessed the financial value of the offer, the certainty of completion, the interests of stakeholders and the strategic fit with Bawag.
“The PTSB Board’s decision followed a thorough evaluation of value, certainty, stakeholder considerations, and long-term strategic fit,” Crowley said.
Other significant shareholders in PTSB include Wellington Group, with a 5.9 percent holding, UBS with 3.6 percent, Goldman Sachs with 3.15 percent, Morgan Stanley with 3.1 percent and Samson Rock Capital with 3 percent.
The proposed takeover would bring PTSB under the ownership of Bawag, one of Austria’s largest banking groups, and represents a major change for the Irish lender after years of restructuring and consolidation in Ireland’s banking sector.
The shareholder vote means the deal has now secured strong investor backing, but the transaction remains subject to regulatory and court approvals before completion.
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