Alpha Bank S.a. · ATHEX:ALPHA
Alpha Bank — Alpha Bank AE — Merger or Acquisition (February 2011)
16 slides from Alpha Bank's merger presentation, Feb 22, 2011
Slide 1: Investor Presentation – Proposed Merger with Alpha Bank
National Bank of Greece Annual Report 2002_Gr_0001Investor Presentation –Proposed Merger with Alpha Bank February 21, 2011
Slide 2: Disclaimer
page 2 National Bank of Greece NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION These materials illustrate the information set out in or deriving from NBG’s announcement
Slide 3: Summary of the Proposal
page 3 National Bank of Greece Summary of the Proposal A Friendly Merger Merger of Alpha Bank into National Bank of Greece (NBG) Conditions include: Boards approvals Execution of Framework Agreement Confirmatory due diligence EGMs approvals (both ordinary and preference shareholders) Relevant regula
Slide 4: Rationale for the Alpha Bank and NBG combination – 1/2
page 4 National Bank of Greece Rationale for the Alpha Bank and NBG combination –1/2 (1) Proforma including the expected benefit from forthcoming Finansbank offering. As of 3Q 2010 •Combined entity would create the leading player in financial services in Greece •Increased scale in domestic market wo
Slide 5: Rationale for the Alpha Bank and NBG combination – 2/2
page 5 National Bank of Greece Rationale for the Alpha Bank and NBG combination –2/2 •Healthy liquidity position: combined entity’s Loan / Deposit ratio at 109% •Improved depositor confidence •Potentially better access to funding markets •Expected to facilitate gradual reduction of ECB exposure over
Slide 6: Leading Player in Greece
page 6 National Bank of Greece Leading Player in Greece •Alpha Bank and NBG would create the domestic market leader: –Combined entity would benefit from the largest stand-alone branch network as well as a wider deposit base and mortgage platform –Aggregate market shares across all products would pro
Slide 7: Enhanced Scale in SE Europe
page 7 National Bank of Greece Enhanced Scale in SE Europe Total Loans Total Deposits 14 65 56 80 20 67 86 35 44 20 80 33 100 FYROM Albania Serbia Cyprus Bulgaria Romania Turkey Source: Company Information, Brokers Alpha NBG • NBG and Alpha Bank have a portfolio of complementary international operat
Slide 8: Resilient Player with Strong Capital and Improved Liquidity Position
page 8 National Bank of Greece 125% 99% Alpha Bank NBG Proforma 8.6% 13.4% Alpha Bank NBG Proforma • The merger would provide the shareholders of Alpha Bank and NBG with clear benefits: – Greater resilience in the event of systemic risks and adverse market developments – Post-merger entity would hav
Slide 9: A European Player
page 9 National Bank of Greece 2,5 5,0 5,9 6,4 6,5 6,8 7,2 8,0 8,7 10,8 11,1 11,6 11,8 12,0 13,1 13,6 14,2 56,0 64,4 70,4 78,6 153,9 35. UBI 34. OTP 33. Banco Popular 32. Dexia 31. MPS 29. Commerzbank 28. Raiffeisen 27. Pekao 26. Swedbank 25. KBC 24. Danske 23. Natixis 22. PKO BP 21. SEB 5. Lloyds 4
Slide 10: A Widespread Investor Base
page 10 National Bank of Greece Greek Pension System18% Domestic Inst. Inv. 11% Retail Investors 39% International Inst. Inv. 32% Greek Pension System 12% International Inst. Inv. 33% Retail Investors 41% Costopoulos Family 3% Domestic Inst. Inv. 11% A Widespread Investor Base (1) Source: company we
Slide 11: Synergies: Bottom-Up Analysis in Line with Precedents
page 11 National Bank of Greece Synergies: Bottom-Up Analysis in Line with Precedents •Rationalization of SEE operations •Lower domestic overhead costs •Lower capital investment for support infrastructure •Expected optimization of funding costs as merger enhances depositors’ confidence •Strength of
Slide 12: Expected Synergies Drive Significant Value Creation – Focus on Cost Synergies
page 12 National Bank of Greece 325 95 85 145 Amount (€mn) Combined Domestic Branch Network •Resizing of c. 10% of the combined distribution network primarily through natural attrition Domestic Overhead Expenses •Rationalization of back-office and headquarter functions, with particular focus on G&A
Slide 13: Expected Synergies Drive Significant Value Creation – Focus on Funding Synergies
page 13 National Bank of Greece 225 5 30 112 78 Domestic Deposit Funding Re-rating Sub Debt Re-rating Wholesale Debt Re-rating Total •Alignment of Alpha’s cost of time deposits to that of NBG (Alpha has close to €20 Bn time deposits) Domestic Time Deposits •Improved discipline related to the combine
Slide 14: Phasing of Synergies – 100% expected by Year 3
page 14 National Bank of Greece •Funding synergies expected to be achievable in a relatively short time frame •Revenue/ cost synergies both fully phased on a three year timeframe •Restructuring costs estimated at c. 100% of fully phased synergies •Analysis on this slide based on €700 mn fully phased
Slide 15: A Combination Compelling in Financial Terms
page 15 National Bank of Greece •Illustratively, using 2012 IBES EPS estimates and fully phased synergies, transaction would be 57-68% EPS accretive to Alpha shareholders; transaction would be 20% accretive to Alpha before synergies – 2012 EPS accretion of 23-30% for NBG’s shareholders, based on ful
Slide 16: Closing remarks
page 16 National Bank of Greece •Combination would create leading bank in Greece: – Strong CT1, enhanced liquidity position and ability to sustain macro uncertainty •European ambitions: – SEE powerhouse and on path to be among top 25 in Europe •Significant value creation: – High synergy potential an
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