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Notification on the Decisions of the Extraordinary Shareholders’ Assembly of “Intesa Sanpaolo Bank Albania” SHA

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Approved the Merger by Acquisition of VB Albania and ISP Albania; Not to change either the current registered capital of ISP Albania, or its Statute, following the Merger; approved the Draft Merger Plan; the Business Plan 2018-2021; the Draft Merger Agreement;..
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Notification on the Decisions of the Extraordinary Shareholders’ Assembly of “Intesa Sanpaolo Bank Albania” SHA

 

The Extraordinary Shareholders’ Assembly of “Intesa Sanpaolo Bank Albania” SHA, gathered on May 4th, 2018 decided to approve the Merger by Acquisition of VB Albania (Absorbed Company) and ISP Albania (Acquiring Company); Not to change either the current registered capital of ISP Albania, or its Statute, following the Merger; To approve the Draft Merger Plan; To approve the Business Plan 2018-2021; To approve the Draft Merger Agreement; To appoint the Independent Expert and acknowledge the Independent Expert Report and to appoint and nominate the Chief Executive Officer, Mr. Silvio Pedrazzi, as special representative, and to authorize and give him full power and competences to act in the name and behalf of ISP Albania in Signing the Merger documents and requests to the respective approval authorities.

 

On 1st November 2018, the Supervisory Council of the Bank of Albania granted to Intesa Sanpaolo S.p.A (“ISP”) the prior approval for the acquisition of 100% of the shares of Veneto Banka SHA. After the approval by the Bank of Albania and having already received the clearance by the Albanian Competition Authority on 14th September 2017, 100% of the shares in VB Albania were transferred to Intesa Sanpaolo S.p.A (“Transfer of Shares”). Following the Transfer of Shares, ISP Albania and VB Albania are now both 100% owned by Intesa Sanpaolo S.p.A. (the “Sole Shareholder”).  

ISP, as the Sole Shareholder of both VB Albania and ISP Albania, preliminary assessed the alternative options for the rationalization of its presence in the country, taking into consideration the current and perspective sustainability and profitability of the business operations of the two entities. Following the assessment, ISP decided that the two Merging Companies will be merged as confirmed by the decision of ISP Board of Directors of April 4th, 2018. Consequently, VB Albania (Absorbed Company) will be merged into ISP Albania (Acquiring Company) which will constitute the sole legal entity after the completion of the merger.

 

Following the ISP’s decision, both the Extraordinary General Shareholders’ Meetings (the “GSM”) of ISP Albania held on May 4th, 2018, afternoon and the GSM of VB Albania held on May 4th, 2018, morning, have determined to proceed with the merger and therefore have resolved that VB Albania will be absorbed into ISP Albania, upon the terms and subject to the conditions set in the Project Merger by Acquisition Agreement and in accordance with the applicable laws of the Republic of Albania.

 

The full set of documents approved, in English language, can be found below in PDF format: 

 

• Project Merger by Acquisition Agreement

• Draft Merger Plan - ISBA-VB in Albania

• Expert Report on ISBA - VB Merger - DK AUDIT - Eng.

• Financial Statements of the last three years (2015) (2016) (2017)

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