Eurobank S.A. · ATHEX:EUROB
Eurobank — EFG Eurobank Ergasias — Merger or Acquisition (August 2011)
26 slides from Eurobank's merger presentation, Aug 29, 2011
Slide 1: Creating a Regional Leader: A Compelling Combination
Creating a Regional Leader A Compelling Combination 29 August 2011 1
Slide 2: Disclaimer
Disclaimer This communication has been prepared by and is the sole responsibility of Alpha Bank SA (“Alpha”) and EFG Eurobank Ergasias SA (“Eurobank”). It has not been reviewed, approved or endorsed by any third party retained by Alpha or Eurobank. This communication is provided for information purp
Slide 3: Agenda
Agenda 1 Executive Summary 2 Compelling Strategic Rationale 3 Substantial Value Creation 4 Enhanced Capital Buffer 5 Corporate Governance 6 Closing Remarks 3
Slide 4: 1. Executive Summary
1. Executive Summary aD Dy 3) ALPHA BANK S Eurobank EFG
Slide 5: Alpha and Eurobank – Creating a Leading Regional Bank
Alpha and Eurobank – Creating a Leading Regional Bank Leading bank in Greece with the #1 position across all major banking segments Leading bank in the SEE region with a top 3 position in key markets Top 25 Eurozone bank with combined pre-provision income in excess of €3.0bn in FY2010 pro-forma for
Slide 6: Transaction Summary
Transaction Summary y Merger of Equals Transaction y 5 new Alpha shares for 7 Eurobank shares Terms y Resulting shareholder split post merger: 57.5% Alpha and 42.5% Eurobank y Total of €650m pre-tax fully phased synergies per annum achievable within 3 years: Significant y €560m of operating and fund
Slide 7: Expected Timetable
Expected Timetable y Transaction announcement 29 Aug. 2011 y Alpha and Eurobank Q2 results announcements y Approval of merger plan by Ministry of Development Early October y Approval received by respective EGMs November y Completion of merger — Shares of new entity commence Mid-December trading y Ri
Slide 8: 2. Compelling Strategic Rationale
2. Compelling Strategic Rationale
Slide 9: Regional Leader with European Scale
Regional Leader with European Scale 1 Data as of FY2010 Combined Entity Key Balance Sheet Items (€bn) Net Customer Loans 49.3 51.2 100.5 Customer Funds 38.3 41.2 79.5 #23 position Total Assets 66.8 83.9 150.7 in the Eurozone Shareholders’ Equity2 5.2 5.0 10.2 Key P&L Items (€bn) Operating Income 2.2
Slide 10: Creation of the Leading Greek Bank
Creation of the Leading Greek Bank The Combined Entity will have a #1 position in all banking segments Retail Banking Corporate Banking Wealth Management Global Markets y Mortgages y Corporate Loans y Asset Management y Investment Banking y Deposits y Factoring y Private Banking y Treasury Sales y C
Slide 11: Leading SEE Bank with Top 3 Positions in Key Markets
Leading SEE Bank with Top 3 Positions in Key Markets Country1 Key Metrics by Country Ranking by Total Assets in Key SEE Countries (€bn) – FY20104 Romania Eurobank Alpha PF Combined 26.1 Branches (#) 300 166 466 Gross loans (€m) 3,382 3,555 6,937 #1 17.2 1 Ranking #6 #4 #3 2 #2 16.0 Pre-prov. Inc. (€
Slide 12: 3. Substantial Value Creation
3. Substantial Value Creation
Slide 13: Transaction Synergies Overview
Transaction Synergies Overview Estimated Run-Rate Synergies of €650m per annum delivered within 3 years Synergy Segmentation and Phasing (€m) Benchmarking Against Comparable In-Market Transactions Operating Costs Fully Phased NPV(€bn)¹ Op. Cost Synergies as % of Combined Costs Funding Costs Synergie
Slide 14: Operating Cost Synergies Breakdown
Operating Cost Synergies Breakdown As % of Operating Fully Phased Operating Cost Synergies of €350m per annum Cost Synergies y Optimization of branch network deployment Platform y Adoption of internal best practices across business units Optimization 34% y Consolidation of call centers, product fact
Slide 15: Funding Cost Synergies Breakdown
Funding Cost Synergies Breakdown Significant Funding Cost Synergies both in Greece and SEE (€m) Greece + SEE = Total 40 210 50 120 Deposit Improved Deposit Enlarged Total Re-pricing Gathering Network Benefits y Convergence of Eurobank pricing to Alpha’s levels and marginal improvement on the overall
Slide 16: Key Steps of Integration Plan
Key Steps of Integration Plan Extensive Integration Track Record in Successful and Cost Effective M&A y Well crafted 3-phase integration plan y Synergies fully phased over 3 years y Key building blocks of integration plan: Pre-Closing y Divisional teams with members from both banks to prepare detail
Slide 17: Extensive Integration Track Record
Extensive Integration Track Record Alpha – Ionian Integration: A Case Study Eurobank’s 5 banks roll-up 1995 – 2003 Record Time IT Integration – Key Events Multiple Greek Platforms Integration • April 1999: Project Initiation • 1996 Interbank Credit Lyonais • May 1999: Launch of Aristoteles Project/N
Slide 18: 4. Enhanced Capital Buffer
4. Enhanced Capital Buffer a) ALPHA BANK Cy eurobank EFG
Slide 19: Clearly Defined Capital Buffer Enhancement Plan
Clearly Defined Capital Buffer Enhancement Plan CT1 Impact y Clearly defined plan of internal measures estimated to generate the equivalent of c.€2.1bn of additional Core Tier I capital through: Internal Capital y Disposal of non-core assets including Eurobank Turkish subsidiary +2.6% Generation Pla
Slide 20: Internal and external capital measures provide a sizeable capital buffer
Internal and external capital measures provide a sizeable capital buffer Pro-forma Core Tier 1 ratio (€bn) (H1 2011)1 +1.5% 14.0% +2.2% 12.4% €3.2bn 10% CT 1 target €1.9bn 10.6% set by the BoG +0.4% +0.5% (1.3%) €0.5bn Balance Sheet Asset Management Disposals Deleveraging RWA Optimization Pro-forma
Slide 21: Mandatory Convertible Note
Mandatory Convertible Note Key Terms z Securities Mandatory Convertible Note z Issue Size: €500 million z Tenor: 3 years y Strong support from Paramount z Conversion into Mandatory conversion at maturity y Cornerstone investor of the Ordinary Shares of Voluntary conversion prior Combined Entity Comb
Slide 22: Well Diversified Shareholder Base
Well Diversified Shareholder Base Pro-Forma Shareholder Base (5 new Alpha shares for 7 Eurobank shares)1 9 Diversified shareholders base underpinned by 3 core shareholders representing the interests of the Costopoulos Costopoulos family, the Latsis family and Paramount; Latsis Family each of which s
Slide 23: 5. Corporate Governance
5. Corporate Governance = In 3) ALPHA BANK S Eurobank EFG
Slide 24: Corporate Governance
Corporate Governance y The Chairman of the Board of Directors and of the Executive Committee will be Mr. Yannis Costopoulos Board of y The Board of Directors will comprise: Directors y The Chairman and two Co-CEOs y The other members will all be non-executive, including representatives from Alpha an
Slide 25: 6. Closing Remarks
6. Closing Remarks aD Dy 3) ALPHA BANK S Eurobank EFG
Slide 26: Closing Remarks
Closing Remarks Leading bank in Greece with the #1 position across all major banking segments Leading bank in the SEE region with a top 3 position in key markets Top 25 Eurozone bank with combined pre-provision income in excess of €3.0bn in FY2010 pro-forma for fully phased synergies Substantial val
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