A €1.6 billion takeover of PTSB by Austrian bank BAWAG has been described as “derisory” by four shareholders who are objecting to the acquisition in the High Court today.
The hearing is being held to sanction the deal which would see the State sell its 57% stake in the bank.
In July, shareholders voted by a margin of 91% to approve the takeover including Minister for Finance Simon Harris, who holds shares on behalf of the State.
However, investor Piotr Skoczylas argued today that if the Minister for Finance’s vote was excluded only 64% of shareholders would have voted in favour of the acquisition which would fall below the 75% threshold required to approve the deal.
Mr Skoczylas said also argued one of the shareholders, businessman Eamon Waters whose company owns 7% of PTSB, had “links to the Irish Government” which may have “influenced” his vote to support the deal.
He said that if Mr Waters and the Minister for Finance were excluded, 60% voted against the deal.
However, Lydon MacCann SC, representing the Department of Finance, said there was “not a scintilla of evidence” that the Minister was “not selling at best price reasonably available”.
He argued that there was no evidence that the State was selling at a “knock down price”.
Mr Justice Michael Quinn agreed to a request from Mr Skoczylas to cross examine Des Carville, head of the Department of Finance’s Shareholding and Financial Advisory Division.
However, Justice Quinn said: “I won’t be permitting a cross examination on historic matters.”
Kelley Smith SC for PTSB said the bank had had a “strong financial performance” and last year decided, with the support of the Minister for Finance, to seek a new owner.
She said it then commenced a formal sales process in October last year. She said there were six non-binding proposals, which were reduced to three, and then two.
She said that in April of this year, BAWAG made a cash offer of €2.97 per share and that the deal was approved on 30 July by shareholders.
She said the objecting shareholders, who had taken a number of legal actions, also took two complaints to the Irish Takeover Panel, neither of which were upheld.
Also represented in the High Court was Axis Capital, a company co-founded by banker Mark Duffy, which previously said it may make a bid for PTSB.
The court was told by Ms Smith that Axis Capital had been instructed by the Irish Takeover Panel not to publish any information to potential funders of an offer from its research without consent in advance from the panel.
Lutz Hartmann, who represented Axis Capital, said the company would follow the panel’s instructions.
