Transaction values bank at an almost 20% – or €400 million – discountPTSB shareholders are due to vote on July 30th on Bawag's takeover offer. Illustration: Paul Scott Tue Jul 21 2026 - 14:00 • 3 MIN READAustrian banking group Bawag said that it has accumulate more than €1 billion of excess capital, more than enough to self-fund the acquisition of PTSB as it remains “incredibly excited” about the opportunity. The remainder of the €1.62 billion cost of the acquisition will come from PTSB itself, including the Irish bank’s surplus capital and the ability of Bawag to book an immediate profit from the deal agreed in April. The transaction values PTSB at an almost 20 per cent – or €400 million – discount to its reported end-2025 net assets, opening up the prospect of the difference being booked as a negative goodwill, or badwill, gain. The extent of the discount has drawn criticism from a number of shareholders and prompted a leading proxy advisory firm, Glass Lewis, as reported by The Irish Times on Tuesday, to urge investors to reject the transaction at a crucial extraordinary general meeting on July 30th. Vienna-based Bawag said it partly boosted its excess funds during the first half by not setting aside money for dividends as it made a net profit of €487 million. It as it reduced the capital it needs to hold against its loan book by entering a transaction to essentially insure a portfolio of credit card loans against loan losses – through a so-called significant risk transfer (SRT) deal with a group of institutional investors.[ PTSB investors urged by advisory firm to reject €1.62bn saleOpens in new window ]“We remain incredibly excited about the opportunity to acquire PTSB, which represents a pivotal step in our commitment to the Irish market,” said Bawag chief executive Anas Abuzaakouk. “Post the announcement of the recommended all cash offer, we have been working hard to prepare ourselves and have spent significant amount of time with regulators, the PTSB board, and other stakeholders to introduce ourselves, our business, and outlining our plans in Ireland.”Will the State’s plan for the Carlton Cinema site revitalise O’Connell Street? Listen | 25:33Bawag declined to comment on the PTSB deal during a call with analysts, citing restrictions as the live process continues to be supervised of the Irish Takeover Panel. An international shareholder advisory firm has come out against PTSB’s planned €1.62 billion sale to Austria’s Bawag, saying the bid looks “increasingly tenuous” amid opposition from some shareholders and a surge by European bank stocks since the lender was put up for sale.Glass Lewis, the second-most-influential player in the proxy adviser sector, said the takeover bid looks “increasingly tenuous” amid opposition from some shareholders and a surge by European bank stocks since the lender was put up for sale last October.[ PTSB sale backed by key advisory firm even as price ‘understandably disappointing’Opens in new window ]The deal was priced at a 26 per cent premium to PTSB’s “undisturbed price” before chief executive Eamonn Crowley put the 57.4 per cent State-owned lender on the market with Government consent. Glass Lewis noted that the Iseq 20 index rose more than 16 per cent between October 29th and the close of trading on Friday. The Euro Stoxx Banks Index has jumped 27 per cent over the same period.The firm noted that businessman Eamon Waters’s Sretaw investment vehicle, the owner of about 7.2 per cent, had expressed disappointment with the proposed terms. But while Sretaw had come out in March against an indicative offer from Bawag that was about four cent off the final deal, it has not commented on the actual agreement. Samson Rock Capital, owner of about 3.1 per cent of the bank, has reportedly been encouraging other PTSB investors to reject the sale.PTSB “firmly disagrees” with Glass Lewis’s conclusion, a bank spokeswoman said.“PTSB’s formal sale process involved an extensive global outreach to a wide range of potential buyers, including financial institutions, strategic investors and financial sponsors. This process was open to all interested parties.“PTSB is firmly of the view that the Bawag proposal represents the best value for all shareholders.”PTSB shares were changing hands at €3.02 in early trading in Dublin on Wednesday, a premium to the €2.97-a-share Bawag offer. IN THIS SECTION