MONETA shareholders urged to vote against Air Bank deal

PRAGUE (Reuters) -Two investor advisory firms have recommended MONETA Money Bank shareholders vote against a plan to buy investment group PPF’s Czech and Slovak lending assets, saying the price may be too high.

It was not clear what impact the recommendations from Glass Lewis and Institutional Shareholder Services could have on the June 22 shareholder vote on the two-part deal.

The tie up is the groups’ second attempt in two years to create a Czech banking giant to compete with larger rivals.

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

MONETA agreed last month 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 the proceeds of an issue of new shares to PPF, which would see its almost 30% stake in MONETA rise to 55%.

MONETA could not immediately be reached for comment.

In response to the proxy firms’ recommendations, PPF said it believed in the rationale to combine assets with MONETA to form a “retail banking champion and create value for all Moneta shareholders.”

In papers, both advisory firms said the proposed acquisition had strategic merit and would add scale.

“(But) we believe the deal, as currently structured, ascribes an excessive valuation for the Air Bank Group relative to industry peers,” Glass Lewis 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 deal requires 50% support of the quorum, while 75% must approve the issuance of new shares to PPF.

A deal to combine MONETA with assets from PPF - which was founded in the 1990s by Czech billionaire Petr Kellner, who died in March in a helicopter crash in Alaska - fizzled in 2019 when MONETA sought a lower valuation of Air Bank.

MONETA shares were last up 0.6% at 79.35 crowns, near the 80 crown price at which the new shares would be issued.

($1 = 20.8070 Czech crowns)

Reporting by Jason HovetEditing by Mark Potter