Allen & Overy has cemented its relationship with Europe’s UniCredit Group, advising group member Bank Austria Creditanstalt (BA-CA) on the purchase of Kazakhstan’s ATF Bank.
Corporate partner Pervez Akhtar, who has been the UniCredit relationship manager for the past five years, led the deal alongside associates Gary Booth and Andrew Deane. London-based tax partner Chris Harrison, and Moscow-based corporate senior associate Anton Mogilevsky also advised on the transaction with local input from Kazakh firm Grata.
Under the terms of the deal, BA-CA has signed a share purchase agreement to acquire a majority shareholding in ATF Bank. The deal values ATF Bank’s entire capital at $2bn (£1bn) and, when the transaction completes later this year, BA-CA will make a tender offer for the remaining shares. ATF Bank is listed on the Kazakhstan Stock Exchange.
Akhtar said: “BA-CA now owns 85 per cent of ATF Bank and when the deal completes it will do the tender offer. This was interesting because it’s one of the first of its kind in Kazakhstan in terms of launching a bid for a listed bank.”
He added that the process was made complicated because the rules in Kazakhstan are less developed than in Western Europe.
“In the UK, when you get to owning 90 per cent of a company you can force the remaining shareholders to sell to you,” Akhtar explained. “That’s quite critical because you don’t want to end up with a tiny minority that will question your strategy. In Western Europe there’s a recognised principle that you can force people to sell to you, but they don’t have that in Kazakhstan.”
Previously Akhtar has represented UniCredit on a number of acquisitions, including Germany’s HypoVereinsbank, Turkey’s Yapi Kredi Bank and Russia’s International Moscow Bank.
On the opposite side of the deal, White & Case corporate associate Charles Chipchase led the team advising the sellers.