Siauliu Bankas
Notification on material event

Šiaulių Bankas and Invalda INVL are merging their retail businesses

On 22 November, Šiaulių Bankas and Invalda INVL signed an agreement to merge segments of their retail businesses. Following the transaction, Šiaulių Bankas Group, in addition to the financial services it already provides, will add the management of second- and third-pillar pension and investment funds in Lithuania to its portfolio and will expand life insurance business throughout the Baltic States. The life insurance business in Lithuania, Latvia and Estonia is expected to be integrated into SB Draudimas, a company controlled by the Bank. The pension and investment funds business in Lithuania will be managed through a newly established company of Šiaulių Bankas Group.

“Šiaulių Bankas Group already has a strong position in the financing market. We are in an extremely strong position to provide high quality cover for our clients’ financial needs – we maintain the most extensive customer service network and develop digital solutions, allowing the best of both worlds for our clients to interact and receive financial services. By combining the teams of Šiaulių Bankas and INVL, which already have a leading expertise in financial retail businesses, we will advance to the next stage in the development of a next-generation financial service provider. The clients will benefit from an integrated comprehensive offering, covering a complete range of services from a single source, the flexibility of adapting to each client’s needs, and a financial partner that provides unique solutions. We have no doubt that the synergy of the experience of two strong Lithuanian businesses will enhance the capacity to compete and create economic value for Lithuania,” says Vytautas Sinius, CEO of Šiaulių Bankas.

The combined team of professionals to be created will actively develop financial retail business. Šiaulių Bankas has the largest network of customer service points in Lithuania – it serves its clients in 56 branches in 37 Lithuanian cities. The merged retail business would include 237,5 thousand retail clients of the INVL Group and the management of EUR 1,04 billion of retail client assets (as at 30 September 2022), about 190 pension, investment fund management and life insurance professionals. Šiaulių Bankas Group employs over 850 financial services experts.

The value of the transaction is EUR 40,2 million. Post the transaction, Invalda INVL will hold additional 62 270 383 shares of Šiaulių Bankas which represents 9,39% of Šiaulių Bankas shareholding. Šiaulių Bankas will issue the new shares to be acquired by the Invalda INVL group at EUR 0.645 per share (5% more than the bank's share price on 22 November on the Nasdaq Vilnius).

The Board and the Supervisory Council of Šiaulių Bankas and its Audit Committee made the decisions necessary for the approval of the transaction on 22 November 2022.

The transaction is expected to be completed within one year, subject to the necessary approvals from the banking supervisory authorities and the competition supervisory authorities, the adoption of the necessary resolutions by the extraordinary shareholders' meetings of Šiaulių Bankas and Invalda INVL, and the fulfilment of the other conditions set out in the agreement.

As the transaction reference date is 30 June 2022 and it is expected to be completed within one year, the transaction price may be subject to the adjustments at the closing date.

Following the completion of this and other planned share acquisition transactions announced, the Invalda INVL Group will increase its shareholding in Šiaulių Bankas from the current 8% to approximately 20%.

Šiaulių Bankas will invite all shareholders, investors, analysts and any interested party to a presentation of the transaction in the coming weeks with a separate announcement.

Additional information:
Tomas Varenbergas
Director of Treasury & Markets
tomas.varenbergas@sb.lt, +370 5 203 22 00