Glass Lewis recommends MONETA shareholders vote against Air Bank deal

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PRAGUE — Investor advisory firm Glass Lewis has recommended MONETA Money Bank shareholders vote against a plan to buy investment group PPF’s Czech and Slovak lending assets, questioning the purchase price for the assets.

It was not clear what impact the recommendation could have on the June 22 shareholder vote on the two-part deal that would create a Czech banking giant to compete with larger rivals.

The deal, if approved, would give PPF majority control in MONETA, the country’s sixth largest bank.

MONETA and PPF agreed terms on the deal last month, with MONETA set to buy PPF’s lender Air Bank, Czech and Slovak units of global consumer lender Home Credit and peer-to-peer lender Benxy for 25.90 billion crowns ($1.24 billion).

Most of the purchase price would come from proceeds from the issuance of new shares taken up by PPF, which would see its almost 30% stake in MONETA rise to 55%.

Financial daily Hospodarske Noviny reported on Wednesday that Institutional Shareholder Services (ISS) also recommended shareholders oppose the deal.

ISS and MONETA could not immediately be reached for comment.

PPF said it believed in the rationale to combine its offered assets with MONETA to form a “retail banking champion and create value for all Moneta shareholders.”

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In a paper, Glass Lewis said the proposed acquisition would provide MONETA with added scale.

“(But) we believe the deal, as currently structured, ascribes an excessive valuation for the Air Bank Group relative to industry peers,” it said.

“We also question whether the Company has taken sufficient steps to safeguard the interests of the Company’s unaffiliated shareholders, particularly for a transaction that would result in a change of control.”

Petrus Advisers, which says it holds over 5% in MONETA, making it the second biggest shareholder, has also opposed the deal.

At the vote, the proposed acquisition requires 50% support of the quorum, while 75% must approve the issuance of new shares to PPF.

The deal is the second tie-up attempt between MONETA and PPF – which was founded in the 1990s by Czech billionaire Petr Kellner, who died in March in a helicopter crash in Alaska.

A plan in 2019 fizzled when MONETA sought a lower valuation of Air Bank. ($1 = 20.8070 Czech crowns) (Reporting by Jason Hovet Editing by Mark Potter)

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