15/09/2009 14:37
Marfin Popular Bank decided on Monday not to transfer the bank’s base from Cyprus to Greece due to the difficult economic conditions. Speaking at a press conference after the meeting of the Board of Directors, Executive Vice Chairman, Andreas Vgenopoulos explained that the unfavourable domestic economic conditions command the need to protect Cyprus’s interests.
“The unfavourable developments for the Cypriot economy commanded the need to protect the best interests of the Country and its Society. Our decision was significantly influenced by the pleas of the people of Cyprus and of the vast majority of the Cypriot business community and political establishment. We ought to thank especially the Parliamentary Committee on Institutions, Merit and the Commissioner for Administration (Ombudsman) as well as all of those who treated our concerns sensibly and encouraged us to stay in Cyprus in order to contribute towards the creation of a better institutional and economic environment.”
Responding to the relevant question, Mr. Vgenopoulos said that he had a meeting with Central Bank Governor, Athanasios Orphanides last week, who was briefed on the upcoming Board meeting and agreed for the need of constant communication.
It is worth noting that at the last session of the House Institution Committee, Mr. Vgenopoulos had said that the CB Governor is a “dictator”,
Mr. Vgenopoulos stated that he was exceptionally irritated by rumours that wanted the Group to use its base as a negotiation with the authorities. “The bank’s decision to stay with no exchanges shows how wrong those interpretations were”, Mr. Vgenopoulos stressed.
“I feel better than in May because the response of the political and business world shows that there is an understanding for the problems and the need for changes and improvement of the dysfunctions”, he said.
According to the announcement released today, “the Boards of Directors of Marfin Popular Bank and Marfin Egnatia Bank convened today and decided the merger of the two banks. Marfin Popular Bank will be the absorbing entity in order for the bank's legal seat to remain in Cyprus”.
“Marfin Popular Bank's management believes that the reactions which followed its initial decision have revealed the need for constructive dialogue for the enhancement of the institutional and regulatory framework of the Cypriot financial services system as well as the abolition of dysfunctions which act as barriers to entrepreneurship and the attraction of international investments in Cyprus”, it reported.
“In light of the current challenging economic environment, Marfin Popular Bank wishes to enter into this fundamental dialogue and lay its arguments having already settled the outstanding matter of its legal seat. This way, its arguments cannot be weakened or viewed under the prism of alleged own interests or the exertion of pressure to secure special privileges”, it added.
This decision is different from the one that had been taken in mid May and provided for the transfer of MPB’s base to Greece in order to “improve the Group’s strategic flexibility in view of its possible expansion”.
During the Annual General Meeting and the two sessions of the House Institution Committee, Mr. Vgenopoulos had talked about distortions in the institutional framework and lack of supervisory isonomy.
From July, however, Marfin started to change its stance. The statements of its Board member, Plato Lanitis for the need of second thoughts played an important role to the latest developments.
The announcement on the absorbance of Egnatia by Marfin Popular Bank is as follows:
“The Boards of Directors of Marfin Egnatia Bank S.A. ("Marfin Egnatia") and of its parent company Marfin Popular Bank Public Company Ltd ("Marfin Popular") convened today and decided the continuation of the merger process of the two banks through the absorption of Marfin Egnatia by Marfin Popular. The Boards of Directors authorized the legal representatives of the two Banks, in conjunction with their financial and legal advisors, to proceed with all necessary steps for the implementation of these decisions and for the creation of the Common Cross-Border Merger Plan as well as for the provision of the Reports by the Boards of Directors addressed to the General Meetings of Shareholders in which all legal and financial aspects of the merger for shareholders, creditors and employees will be outlined.
The merger will be effected according to the provisions of the EU Directive 2005/56/EC regarding cross-border mergers of limited liability companies which has been incorporated in the Cypriot and Greek legislation through laws L.186(1)/2007 and L.3777/2009 respectively. It is anticipated that within the following two months the Boards of Directors of the two banks will convene to approve the Common Cross-Border Merger Plan and the Reports by the Boards addressed to the General Meetings of Shareholders. Within the same timeframe, it is anticipated that the Opinions by the independent financial experts, appointed by the legal and administrative authorities, regarding the methods of determination of the share exchange ratios, the suitability of the said methods as well as any technical challenges in utilizing the aforementioned methods will be compiled and will be submitted to the General Meetings of Shareholders. The General Meetings of Shareholders of the two banks are expected to convene in order to approve the Common Cross-Border Merger Plan before the current year-end. Following obtaining all necessary approvals, the completion of the merger process is anticipated with the first quarter of 2010. Marfin Egnatia will be informing seamlessly the investors regarding the developments of the merger process”.
“The unfavourable developments for the Cypriot economy commanded the need to protect the best interests of the Country and its Society. Our decision was significantly influenced by the pleas of the people of Cyprus and of the vast majority of the Cypriot business community and political establishment. We ought to thank especially the Parliamentary Committee on Institutions, Merit and the Commissioner for Administration (Ombudsman) as well as all of those who treated our concerns sensibly and encouraged us to stay in Cyprus in order to contribute towards the creation of a better institutional and economic environment.”
Responding to the relevant question, Mr. Vgenopoulos said that he had a meeting with Central Bank Governor, Athanasios Orphanides last week, who was briefed on the upcoming Board meeting and agreed for the need of constant communication.
It is worth noting that at the last session of the House Institution Committee, Mr. Vgenopoulos had said that the CB Governor is a “dictator”,
Mr. Vgenopoulos stated that he was exceptionally irritated by rumours that wanted the Group to use its base as a negotiation with the authorities. “The bank’s decision to stay with no exchanges shows how wrong those interpretations were”, Mr. Vgenopoulos stressed.
“I feel better than in May because the response of the political and business world shows that there is an understanding for the problems and the need for changes and improvement of the dysfunctions”, he said.
According to the announcement released today, “the Boards of Directors of Marfin Popular Bank and Marfin Egnatia Bank convened today and decided the merger of the two banks. Marfin Popular Bank will be the absorbing entity in order for the bank's legal seat to remain in Cyprus”.
“Marfin Popular Bank's management believes that the reactions which followed its initial decision have revealed the need for constructive dialogue for the enhancement of the institutional and regulatory framework of the Cypriot financial services system as well as the abolition of dysfunctions which act as barriers to entrepreneurship and the attraction of international investments in Cyprus”, it reported.
“In light of the current challenging economic environment, Marfin Popular Bank wishes to enter into this fundamental dialogue and lay its arguments having already settled the outstanding matter of its legal seat. This way, its arguments cannot be weakened or viewed under the prism of alleged own interests or the exertion of pressure to secure special privileges”, it added.
This decision is different from the one that had been taken in mid May and provided for the transfer of MPB’s base to Greece in order to “improve the Group’s strategic flexibility in view of its possible expansion”.
During the Annual General Meeting and the two sessions of the House Institution Committee, Mr. Vgenopoulos had talked about distortions in the institutional framework and lack of supervisory isonomy.
From July, however, Marfin started to change its stance. The statements of its Board member, Plato Lanitis for the need of second thoughts played an important role to the latest developments.
The announcement on the absorbance of Egnatia by Marfin Popular Bank is as follows:
“The Boards of Directors of Marfin Egnatia Bank S.A. ("Marfin Egnatia") and of its parent company Marfin Popular Bank Public Company Ltd ("Marfin Popular") convened today and decided the continuation of the merger process of the two banks through the absorption of Marfin Egnatia by Marfin Popular. The Boards of Directors authorized the legal representatives of the two Banks, in conjunction with their financial and legal advisors, to proceed with all necessary steps for the implementation of these decisions and for the creation of the Common Cross-Border Merger Plan as well as for the provision of the Reports by the Boards of Directors addressed to the General Meetings of Shareholders in which all legal and financial aspects of the merger for shareholders, creditors and employees will be outlined.
The merger will be effected according to the provisions of the EU Directive 2005/56/EC regarding cross-border mergers of limited liability companies which has been incorporated in the Cypriot and Greek legislation through laws L.186(1)/2007 and L.3777/2009 respectively. It is anticipated that within the following two months the Boards of Directors of the two banks will convene to approve the Common Cross-Border Merger Plan and the Reports by the Boards addressed to the General Meetings of Shareholders. Within the same timeframe, it is anticipated that the Opinions by the independent financial experts, appointed by the legal and administrative authorities, regarding the methods of determination of the share exchange ratios, the suitability of the said methods as well as any technical challenges in utilizing the aforementioned methods will be compiled and will be submitted to the General Meetings of Shareholders. The General Meetings of Shareholders of the two banks are expected to convene in order to approve the Common Cross-Border Merger Plan before the current year-end. Following obtaining all necessary approvals, the completion of the merger process is anticipated with the first quarter of 2010. Marfin Egnatia will be informing seamlessly the investors regarding the developments of the merger process”.
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