On January 9, 2007, the management board of Bayerische Hypo- und Vereinsbank AG (HVB) resolved to transfer its 77.53% stake in its Austrian subsidiary Bank Austria Creditanstalt AG (Bank Austria) against payment of EUR 109.81 per share to UniCredito Italiano S.p.A. (UniCredit) which is equivalent to a total cash amount of approximately EUR 12.5 billion. The board also resolved to close the sale of the 100% stake in HVB Bank Latvia to Bank Austria.
HVB submitted the agreements on the transfer of the subsidiaries Bank Austria and HVB Bank Ukraine to UniCredit as well as of other subsidiaries to the extraordinary shareholder meeting of October 25, 2006 for approval. The shareholder meeting approved the agreements. Some shareholders have taken legal action against these resolutions; 43 actions have been served.
Contractual condition to close the transactions, in addition to obtaining certain regulatory approvals, was a resolution of the management board, on the basis of a legal opinion rendered by outside counsel, to the effect that the underlying shareholder resolutions of October 25, 2006 were free from defects which oppose closing.
Based, among other things, on a legal opinion prepared by Gleiss Lutz, the management board has now resolved to close the transfer of Bank Austria and HVB Bank Latvia. The management board of HVB has also decided that the served actions to set aside the resolutions do not oppose the completion of further transactions.
HVB is being advised by partners Dr. Gerhard Wirth and Dr. Michael Arnold (both Corporate/M&A). Gleiss Lutz’ team also includes Dr. Felix Born and Dr. Barbara Jagersberger (both Corporate/M&A).
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