A leading international shareholder advisory firm has urged PTSB investors to support the Irish bank’s €1.62 billion sale to Austria’s Bawag, saying it would be hard to argue it could have achieved much more, even though the price was “understandably disappointing”. International Shareholder Services (ISS) recommended in a report that investors vote in favour of the sale at PTSB’s upcoming extraordinary general meeting (EGM) on July 30th, even though it said that its call was “not without concern” because investors are not getting a premium for Bawag to take control of the business. However, it said that a rejection of the transaction “brings additional risks for shareholders, with no clear upside”. PTSB is led by chief executive Eamonn Crowley. The value of the Bawag deal, struck in April, represented an almost 20 per cent discount to PTSB’s reported end-2025 net assets, of just under €2.02 billion.“The transaction is the result of an extensive process, and it would be hard to argue that there are potential bidders out there willing to pay a materially higher price,” ISS said. “The outcome of the process is understandably disappointing, as it doesn’t seem to account for a control premium.” [ PTSB chief defends bid remarks after Dáil claims of ‘misleading’ investorsOpens in new window ]The takeover is being structured as a so-called scheme of arrangement that will require support from at least 75 per cent of shareholders that participate in the EGM. This would force a sale of all shares to Bawag. The Government has already committed to using its 57.5 per cent stake to back the deal. On Wednesday, the Court of Appeal struck out an attempt by a small group of PTSB shareholders – who, combined, own less than 1 per cent of the stock – to secure a separate vote for minority investors in the sale. Piotr Skoczylas, John Paul McGann, Tibor Neugebauer and Scotchstone Capital – a fund of which Skoczylas is managing director – had asked the court to order separate votes for minority shareholders and the Government at the EGM. The ruling makes it less likely for minority shareholders to be able to block the deal. The agreed price for PTSB amounts to €2.97 per share, in cash. Austria’s fourth-largest bank by assets, which owns Irish mortgage start-up Moco, was hotly tipped by analysts and industry commentators from the moment PTSB put itself up for sale at the end of October.The price marked a 26 per cent premium to the so-called “undisturbed” share price before the sale process was announced. ISS noted that AIB and Bank of Ireland have soared 28 per cent and 37 per cent, respectively since October, while Bawag’s own stock has jumped more than 70 per cent. ISS said that “it appears realistic to expect” PTSB’s share price would have risen of its own accord, in the absence of a bid from Bawag. If the scheme does not receive the necessary 75 per cent level of approval, Bawag may switch to a tender offer, which would allow minority shareholders who do not want to sell to remain invested, ISS noted. The underbidder for PTSB, a consortium comprised of US investment firms Centerbridge and Sixth Street, made a cash bid of €2.93 per share in its final offer in April, according to sources. It also offered the possibility of additional payments totalling seven cents per share to PTSB shareholders over a two-year period.Nevertheless, PTSB’s financial adviser, Goldman Sachs, was unable to assign any value to this contingent element of the bid, the sources said. That is because it was dependent on the consortium being able to extract a significant amount of excess capital from the bank, which would require Central Bank of Ireland approval and carried a high level of uncertainty.