CMS advises OTP Group on completion of OTP Bank Romania sale to Banca Transilvania

International law firm CMS has advised OTP Group on the completion of the sale of OTP Bank Romania, OTP Leasing Romania, and other subsidiaries, to Banca Transilvania (“BT”). The transaction has recently received the approval of both the Romanian Competition Council and the National Bank of Romania. The transfer of one of the subsidiaries, OTP Asset Management Romania, is in the final stage of approval.

Since 2004, OTP Bank plc., the fastest growing banking group in Central Eastern Europe, has been the majority shareholder of OTP Bank Romania. Operating in Romania as a universal bank, OTP Bank Romania currently serves approximately 420,000 retail customers and more than 22,000 Corporate / SME customers thanks to its 1,800 employees and a network of 96 branches.

In February 2024, CMS supported OTP Group on the signing of the acquisition agreement. The other subsidiaries acquired by Banca Transilvania include OTP Leasing Romania, OTP Asset Management Romania, OTP Factoring Romania, OTP Consulting Romania, OTP Advisors Romania and OTP Bank Foundation Romania.

OTP Group Client Relationship Partner Eva Talmacsi said, “We are delighted to have navigated the OTP Group’s sale of its Romanian business to BT. This represents a pivotal moment in OTP Group’s strategic realignment and highlights our commitment to supporting them through challenging transactions. OTP Bank Romania has played a vital role in the local banking industry for two decades, and we are proud to have been part of this journey.”

Managing Partner of CMS Romania and Head of CEE Corporate M&A Horea Popescu said, “The sale of OTP Group’s operations in Romania is another landmark transaction for the local market. Our role on this transaction underscores the strength of our expertise in managing complex, cross-border transactions. We remain committed to ensuring a smooth process as we advance towards the final completion for the remaining subsidiary.”

CMS Romania Partner Rodica Manea added “This intricate transaction exemplifies the firm’s multidisciplinary know-how and proven expertise in delivering comprehensive support on some of the largest, complex and most pivotal transactions in the CEE region, while ensuring that our clients achieve their business objectives. Our commitment to providing strategic legal guidance has enabled our client to achieve their objectives. We are confident in the future success of BT as it builds on OTP’s outstanding legacy in Romania.”

The multidisciplinary CMS team advising OTP Group was coordinated by Eva Talmacsi (Client Relationship Partner), Rodica Manea (Partner, Corporate and M&A), and Raluca Ionescu (Counsel, Corporate and M&A), with support from Horea Popescu (Managing Partner of the CMS Bucharest Office),) and Cristina Reichmann (Partner, Banking), Claudia Nagy (Senior Counsel, Competition), Andrei Tercu (Tax Director, Tax), and Simona Strava, Cristina Ciomos, Rares Crismaru, Rebeca Vladislav (Associates, Corporate and M&A). The wider team included numerous other lawyers from the Banking, Data Protection, Intellectual Property, Insurance, and Litigation teams.