Erste Group Bank AG and Banco Santander S.A. announced that they have entered into an agreement for Erste Group to acquire a 49% stake in Santander Bank Polska Group S.A. for PLN 584 per share (approximately €6.8 billion) and a 50% stake in Santander Towarzystwo Funduszy Inwestycyjnych S.A. for approximately €0.2 billion from Santander Group. Together, this amounts to a total cash consideration of €7.0 billion.
Santander Bank Polska is the third-largest bank in Poland by assets, with a market share >8% (based on transaction perimeter as of December 2024), and is also one of the most profitable in the country. It offers a full suite of commercial banking products to retail, SME and corporate clients. Santander TFI is an asset management company with €6 billion in assets under management as of December 2024.
Peter Bosek, Erste Group CEO, commented: “With the proposed acquisition of a controlling stake in Santander Bank Polska we are fulfilling a long-standing strategic goal: as the leading lender in Central and Eastern Europe we continue to broaden our presence in the region and expand into one of Europe’s most dynamic and profitable banking markets. Erste Group was founded with a clear purpose: to foster prosperity and financial health. Today’s announcement, including the new strategic cooperation we have inked with Santander Group to leverage our respective strengths for our clients across our key geographies, paves the way for us to help millions more people to prosper.”
Stefan Dörfler, Erste Group CFO, commented: “The acquisition of a controlling share in Santander Bank Polska will enable us to generate profitable and value-creating growth. In doing so, we are deploying our capital effectively in order to generate favourable returns for our investors. The strength of our capital position means that we are able to fund this acquisition entirely from Erste Group’s internal resources.”
Santander Bank Polska provides Erste Group with the necessary critical mass in Poland immediately on entry, strengthening its position as the leading lender in CEE by increasing its loan book in the region from €94 billion to €131 billion based on December 2024 data.
By adding Santander Bank Polska to its footprint, Erste Group would increase its total client base by ca. 36 percent , to ca.23 million customers, and its CEE client base by ~50 percent allowing it to reach ~18 million customers outside Austria. Erste Group’s potential bankable population in CEE would increase by approximately 66 per cent to 78 million.
Erste Group would fund the acquisition exclusively from internal resources, supported by the cancellation of the planned €700 million share buyback announced on 28 February 2025, application of a temporarily reduced dividend payout ratio of max. 10% of the 2025 net profit and various risk-management balance sheet measures.
Erste Group intends to acquire 49% of the outstanding common shares in Santander Bank Polska from Santander Group for a cash consideration of PLN 584 per share, making Erste Group the single largest shareholder of the bank. The proposed acquisition of a 49% stake will offer Erste Group de facto control of Santander Bank Polska as its single largest shareholder with the power to nominate members to the Supervisory Board and, through its representatives at the Supervisory Board, members of the Management Board. It would also result in full consolidation of Santander Bank Polska as part of Erste Group’s financials following the completion of the transaction.
Closing of the transaction is subject to customary regulatory approvals, including in particular from the Polish Financial Supervision Authority (KNF) and anti-trust approval from the European Commission. The acquisition is expected to close around the end of 2025, subject to regulatory approvals and other conditions precedent, including completion of the sale of Santander Consumer Bank to Santander Group.
J.P. Morgan SE acts as a financial advisor and Rymarz Zdort Maruta and Wolf Theiss act as legal advisors to Erste Group in connection with this transaction.
