Annual Report - VÚB banka

2. Acquisition of subsidiaries in 2007
On 20 July 2007, the Bank signed a share purchase
agreement (‘SPA’) with the seller, Prvá slovenská investičná
skupina, a.s. (‘PSIS’), for the purchase of a
70% shareholding in B.O.F., a.s., including a wholly
owned subsidiary company. As at 30 November
2007, all the conditions precedent stipulated by
the SPA have been satisfi ed which allowed for the
transaction closing. The acquisition was authorized
by the National Bank of Slovakia, the National Bank
of Italy and the Anti-Monopoly Offi ce of the Slovak
Republic. PSIS decreased their shareholding to
30% through this transaction.
As at the signing date, VUB and PSIS concluded
a ‘Shareholder’s agreement’ which, among other
things sets out several options concerning the 30%
shareholding in BOF – these include both various
put options of PSIS as well as two call options of
VUB. The substance of the transaction provides reasonable
assurance that the minority shareholding
will be transferred to the Bank.
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The Bank has accounted for a 100% acquisition in
accordance with IFRS 3. The effective acquisition
date when VUB acquired full managerial control
over B.O.F., a.s. was 30 November 2007.
The acquired company is the 6th largest in the Slovak
leasing market and is engaged in the provision
of fi nance to the Small Business (‘SB’) and SME
segments with a 6% market share. The purchase of
the company aims to expand and enforce the Bank’s
presence within this strategic market segment.
The acquired company did not contribute to the
Group profi t in 2007 as the acquisition date was
close to the year end and the result was not signifi -
cant for the Group.
Annual Report 2007