Integration of a part of Deutsche Bank Polska with BZ WBK
Bank Zachodni WBK S.A. and Banco Santander S.A., have made an agreement with Deutsche Bank AG, the owner of Deutsche Bank Polska S.A. to transfer a part of Deutsche Bank Polska S.A. business to Bank Zachodni WBK The carved-out part of Deutsche Bank Polska includes: retail banking, including the private banking function, business banking including SMEs, its branches, agents, intermediaries, vendors and DB Securities S.A brokerage house. The transaction will not include the portfolio of foreign currency mortgage-backed credit products. Bank Zachodni WBK intention is the continuation of agreements with partner companies to keep the open architecture of investment products. The transaction is to be closed in Q4 2018 subject to all the required regulatory and corporate consents. The transfer of assets making up the carved out part of Deutsche Bank Polska to Bank Zachodni WBK will be made under the law after registering the demerger of Deutsche Bank Polska S.A. The implementation and finalization of the transaction will not require any additional customer activity on the part of the clients in this respect and transferred account numbers will be preserved.
The Financial Supervision Authority (KNF) has approved the demerger of Deutsche Bank Polska through the integration of its carved-out part with Bank Zachodni WBK. This means closing another important stage on the way to finalizing the transaction in the fourth quarter of this year.
KNF’s consent is the key element of the approval procedure.
“Integration with the demerged part of Deutsche Bank Polska is a leverage for us in the pursuit of our strategy to be the best bank for our customers. The combination of our business models and competence will let us improve performance in the critical business areas, build competitive advantages and effectively utilise external distribution channels. This way, Bank Zachodni WBK will reinforce its position as the third largest financial institution and become the leading private banking services provider in Poland,”said Gerry Byrne, Chairman of the Supervisory Board of BZ WBK.
The planned transaction will be finalised as a universal succession, which means that Bank Zachodni WBK will assume all rights and obligations of the demerged part of Deutsche Bank Polska upon the official registration of the demerger of DB Polska. Operational integration, i.e. the migration of customers’ products, will take place along with the registration of changes with the National Court Register.
“We are the first bank in Poland to carry out a transaction with legal and operational merger running in parallel. This requires a considerable engagement of both teams, but we have chosen this approach with our customers in mind, so that they could have instant access to the target banking systems and full service. We want them to be positively surprised by our offer ¬- modern e-banking solutions, a mobile app, a wide array of mobile payment options or access to the database of foreign counterparties via Santander Trade. In the run-up for the integration, we have started a Wealth Management program to develop a new strategy and business model for the private banking segment,” said Michał Gajewski, President of Bank Zachodni WBK.
“The key aspect for both institutions is making the whole process smooth and fast, with as small impact on the customers as possible,” said Leszek Niemycki, Vice-President of Deutsche Bank Polska. “Over the past few years, we have been providing our ultra-demanding individual customers as well as small and medium-sized enterprises with a unique advisory model based on mutual relationship and special product offer, including investments and financing. We believe that after the transition to Santander Group, which also incorporates our experienced retail employees, the customers will still take advantage of the wide product offer, additionally gaining an omnichannel access to services.”
There will be no changes made to account numbers, card PINs or interest rates on the existing loans and deposits. Once the data migration process is completed, customers will be able to use BZ WBK e-banking systems. FX mortgage loans will stay at Deutsche Bank Polska and free-of-charge repayments will be possible from accounts migrated to BZ WBK.
The transaction, along with migration of customer products to BZ WBK, should be finalised by the end of Q4 2018. Banks will prepare all of the required information for customers (including a dedicated website) two months in advance. Customers will also receive additional information via the helpline of Deutsche Bank Polska.
BZ WBK also plans to expand the service model to include sales through external distribution channels, including an extended network of agents. In the Bank’s opinion, the model implemented by DB Polska is effective and will add high value to the existing branch network of BZ WBK. The product range of BZ WBK will also include selected products of Deutsche Bank Polska, including a loan for professionals or an account for private banking customers.
The transaction and migration of customer products to BZ WBK should be finalised in Q4 2018. Upon the integration of the demerged part of DB Polska, the branch signage will be changed accordingly.
The transaction including carved-out part of Deutsche Bank Polska: retail banking, including the private banking function, business banking including SMEs, its branches, agents, intermediaries, vendors and DB Securities S.A brokerage house. The transaction will not include the portfolio of foreign currency mortgage-backed credit products and investment and corporate banking.
Bank Zachodni WBK and Deutsche Bank Polska agree Demerger Plan and seek regulatory approval
Date of addition: 23.02.2018
Today the Management Boards of Bank Zachodni WBK and Deutsche Bank Polska have agreed on the Demerger Plan. A request will be submitted to the Polish Financial Supervision Authority (KNF) for approval of Deutsche Bank Polska demerger.
The intention of the Management Board of Bank Zachodni WBK is to incorporate the demerged part of Deutsche Bank Polska while respecting the interests of employees and customers, and the principles of corporate governance. Until the transaction is closed, both banks will operate as separate entities. The process is planned to be complete in Q4 2018 provided that all regulatory and corporate approvals are obtained.
-The consolidation will benefit customers of both banks through an extended proposition, larger distribution network, and modern and effective sales models. The consolidation process is an opportunity to maximise the benefit of the international support of Santander Group. Bank Zachodni WBK’s stable position, experience and good cooperation between the parties ensure that the transaction will be a success, says Gerry Byrne, Bank Zachodni WBK Supervisory Board Chairman.
Bank Zachodni WBK is a strong and stable financial institution. In 2017, Bank Zachodni WBK Group posted a profit after tax of PLN 2.2bn. Total assets amount to PLN 153bn. Capital ratio stood at 16.69%, i.e. above the required level, ensuring security of operations and stable growth.
The Management Board of Bank Zachodni WBK is convinced that the transaction will benefit both the customers and shareholders. This is how we will strengthen our competence in serving affluent and private banking, for whom we want to develop our offer and also, enhance our business model in the segments of SMEs and freelance professionals. The integration of global standards of Santander Group with the vast experience of Deutsche Bank Polska will allow us to boost customer satisfaction of working with us by offering modern financial solutions, says Michał Gajewski, President of the Management Board of Bank Zachodni WBK..
Our intention is to continue the agreements with partners so that we can retain the open architecture for investment products.
After obtaining regulatory and corporate approvals, based on the experience and competence of both banks, Bank Zachodni WBK will develop and deliver the best solutions for the customers, provide an enhance product offering and further increase the service quality.
Bank Zachodni WBK strengthens its market position
Date of addition: 14.12.2017
The agreement is an important decision for both banks, their shareholders, customers and employees. Bank Zachodni WBK will reinforce its position as the third largest financial institution in Poland in terms of assets. Bank Zachodni WBK will become a leading bank in the private banking customer segment.
- Bank Zachodni WBK Group, as a member of the strong global Santander Group, will build up its business by gaining strong skills in managing relationships with affluent, private banking and business banking customers. Thanks to the agreement, the Bank will strengthen its position as the third largest bank in Poland. It is also an important step on its journey towards becoming the best bank for customers. The agreement is an excellent fit for Santander Group’s aspirations to play a strong and active role in this part of Europe. I am convinced that the transaction will bring tangible benefits for all shareholders and customers. – said Gerry Byrne, Bank Zachodni WBK Supervisory Board Chairman.
- After a careful and thorough review process, Deutsche Bank AG has decided to sell the local retail and business banking unit in Poland together with DB Securities to Bank Zachodni WBK, while sustaining its commitment to the Corporate & Investment Bank, including Global Transaction Banking. Deutsche Bank Polska will continue to provide banking services to Polish and international corporate clients, financial institutions and government agencies. Deutsche Bank Polska will also continue to serve FX mortgage borrowers. – said Peter Tils, Chairman of Deutsche Bank Polska’s Supervisory Board and CEO of Deutsche Bank for Central and Eastern Europe.- Our immediate priority will be to work in partnership with our clients, regulators, employees and other stakeholders to ensure a smooth transition as well as subsequent merger of the local Private & Commercial Bank as well as DB Securities with BZ WBK.
Also the branches network with the indirect distribution channels will be incorporated to Bank Zachodni WBK. Bank Zachodni WBK is interested in continuing and expanding this form of cooperation, which will ensure greater access to products and services. Bank Zachodni WBK intention is the continuation of agreements with partner companies to keep the open architecture of investment products.
The foreign currency mortgage-backed credit facilities are not a part of the transaction and will stay at Deutsche Bank Polska.
- Joining retail banking forces, including affluent and private banking, and also business banking, supported by the global Santander Group will reinforce Bank Zachodni WBK position in Poland’s banking industry. Advisors’ relationships with customers and, most importantly, their high professionalism are, without any doubt, an added value to the agreement. This part of Deutsche Bank Polska’s business will enrich and strengthen the business strategy of Bank Zachodni WBK. –said Michał Gajewski, President of Bank Zachodni WBK Management Board.- We are convinced that by leveraging the experience of the two banks’ teams, we will be able to offer a robust, multi-channel access to services, country-wide branch network and even better and more innovative financial products and services the way customers want it.
Santander Group is globally recognized for its commitment to the quality of its customer proposition and customer satisfaction. The key to a strong business position is helping people and businesses prosper, building customer loyalty and managing customer relationships.
- Bank Zachodni WBK and Banco Santander S.A. have signed an agreement with Deutsche Bank AG on the transfer of a part of Deutsche Bank Polska S.A. business to BZ WBK structures.
- The integrated part of Deutsche Bank Polska’s business includes its retail banking function, including private banking, its business banking segment, including small and medium-sized enterprises, its branches, agents, relationships with intermediaries, vendors and brokerage house DB Securities S.A.
- Brokerage house DB Securities S.A. will be incorporated into Bank Zachodni WBK Group structure
- A portfolio of retail currencies loan products secured by mortgages, is not a subject to the transaction and will remain in the Deutsche Bank Polska
- Bank Zachodni WBK intention is the continuation of agreements with partner companies to keep the open architecture of investment products.
- The transaction, i.e. the incorporation of the part of DB Polska business into Bank Zachodni WBK structures, is planned in IV Q 2018 subject to all the required regulatory and corporate consents.
- The integration of Deutsche Bank Polska’s business into Bank Zachodni WBK structures will not require customers to take any additional actions.
- The numbers of transferred bank accounts or card terms & conditions, including PINs, remain unchanged.
What does the Demerger Plan mean?
Acting under the Commercial Companies Code, the banks agreed the Demerger Plan which sets out the transaction perimeter. The Plan marks the start of the process of fulfilling formal & legal requirements and getting the required approvals which will enable the transaction in which the demerged part of Deutsche Bank Polska will be incorporated to Bank Zachodni WBK. It is expected to be completed in Q4 2018.
What are the next steps in the process?
The next steps in the transfer of the demerged business include submission of an application with the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego, KNF) and approval of the Demerger Plan at each bank’s Annual General Meeting. Once such approvals and Poland’s Competition and Consumer Protection Office’s (UOKiK) clearance are obtained, an application will be filed with the registration court (KRS). This will be followed by the formal transfer of the demerged business and migration of accounts and products to Bank Zachodni WBK’s systems (on the day when the registration court issues its decision).
What does this decision mean for Deutsche Bank Polska’s customers?
First of all, they will become clients of the Bank that belongs to one of the largest financial groups worldwide and the largest in the Eurozone by the market capitalisation. Santander Group that provides services to more than 132 million customers at 13 700 branches in 10 core markets in the world, including Spain, Poland, the United Kingdom, Portugal, USA, Chile, Brazil, Argentina and Mexico. Once the integration process is completed, which is expected in Q4 2018 subject to the required consents, some of the existing customers of Deutsche Bank Polska will become Bank Zachodni WBK customers. We are going to offer to our customers a convenient and modern access to our services, including award-winning mobile banking, nationwide network of branches and modern financial products and services that clients want. Bank Zachodni WBK will become a party to the agreements made. Agreements on currency loan products secured by mortgages will continue to be managed by Deutsche Bank Polska. Agreements made by Deutsche Bank Polska will remain valid, without any need to annex them. Transferred bank account numbers will not change and all cards and PINs will remain active as well. Until the integration of the part of Deutsche Bank Polska business into Bank Zachodni WBK structures both banks’ customers will be provided with services on the existing conditions.
What will customer service be like after integrating a part of Deutsche Bank Polska’s business with Bank Zachodni WBK?
We are going to offer to our customers a convenient and modern access to our services, including award-winning mobile banking, nationwide network of branches and modern financial products and services as they want it. Account numbers will not change. After signing the agreement, both banks will start working on the integration so that it is effected smoothly and is not affecting customers. Ultimately, retail customers and business customers will become customers of Bank Zachodni WBK and will be serviced by us, with the exception of foreign currency loans for retail customers, secured by mortgages, which will remain in service in Deutsche Bank Poland. We will do our best to provide customers with top quality proposition and services.
What new benefits will occur for customers?
We are one of the largest banks in the country, financially strong, offering innovative product solutions. As an innovative bank, we have recently introduced video verification based on facial biometrics. We are a leader in technologies, and our mobile banking, being one of the best on the market, allows customers to freely manage their finances from anywhere. Our advantage is excellent product offer with a wider access, including a network of branches throughout the country. We are supported by the international Santander Group. The combined competences of the employees of both banks will be a solid foundation for further development of the offer for customers and even better care for their satisfaction.
Is Bank Zachodni WBK going to cooperate with many investment fund companies? Will the offer be so diverse?
Bank Zachodni WBK intention is to continue the agreements with partner companies to keep the open architecture of investment products. Bank is interested in development of cooperation and the model of indirect distribution.
Are deposits safe?
All customer funds remain safe. In line with the Polish law, all deposits are covered by BFG guarantees. In Q4 2018, after registering the merger subject to the required consents, Bank Zachodni WBK will assume the rights and obligations of Deutsche Bank Polska towards retail, SME, private banking customers and investment products holders. Bank Zachodni WBK is a stable bank, with a strong capital position, the third bank on the Polish market in terms of assets.
Will customers be able to deal with all formal issues at any branch of the bank?
Until the integration expected in Q4 2018 subject to receiving all required consents, customers of DB Polska will continue to be serviced at branches of DB Polska. Customers of DB Polska who will become customers of BZ WBK after the deal is completed, will be provided with convenient and modern access to an excellent product proposition, including award-winning mobile banking, a country-wide branch network as well as to the experience of the global Santander Group. Foreign currency loans for mortgage-secured retail clients, including mortgage loans, will remain at Deutsche Bank Polska
Where will Deutsche Bank Polska's customers be served?
After completing the transaction, Deutsche Bank Polska customers will be allowed to use the full range of products and services offered in Bank Zachodni WBK, one of the biggest in the market and the experience of international Santander Group. Until the integration is completed, they will be serviced at Deutsche Bank Polska branches and helpline. Once the process is completed, they will have access to Bank Zachodni WBK country-wide branch network and other service channels of Bank Zachodni WBK.
I am a Bank Zachodni WBK customer. Can I already use services at Deutsche Bank Polska branches?
No, please use Bank Zachodni WBK branches and infoline. By the time of the merger expected in Q4 2018 subject to receiving all the required consents, the banks will operate as separate entities.
Will account numbers change?
Transferred account numbers will remain unchanged after the integration process. We will do our best to make the transfer of your products to Bank Zachodni WBK as smooth as possible.
Will all agreements with customers stay valid?
Yes, agreements with customers will be valid; the only change is that once DB Polska is merged with Bank Zachodni WBK, Bank Zachodni WBK SA will become a party to these agreements under the law. Foreign currency loan products for retail clients secured with a mortgages, will remain at Deutsche Bank Polska.