PTSB has in court attacked the approach of advisory group Axis, cofounded by former Bank of Scotland Ireland chief Mark Duffy, to try to disrupt the lender’s takeover by Austrian banking group Bawag.
Axis Capital is “nowhere near a position to make an offer” to rival the €1.6 billion offer from Bawag, the High Court has heard.
There was “no certainty’ that the firm’s offer of €3.20 a share, higher than Bawag’s €2.97 a share proposal, “can actually be made”, Kelley Smith, counsel for PTSB, told Judge Michael Quinn on the second day of legal proceedings to approve the proposed acquisition of the bank.
“Axis is a €100 micro-company,” she said, pointing to financial accounts for the year ended May 2026 that “showed €100 on its balance sheet”. Axis was cofounded by Duffy and Lutz Hartmann, a Frankfurt-based international lawyer.
“The company has no track record in M&A [mergers and acquisitions] transactions and, we would say, lacks the resources to actually implement an offer. We now see that, actually, it is not an offerer but it intends to be some form of arranger,” Smith said.
“Axis have waxed and waned on what they’d like the court to do,” Smith continued, and “the court should discourage such approaches” that “seek to disrupt” proceedings.
Duffy asked for “one minute” of Judge Quinn’s time.
“What has struck me since yesterday, particularly over the past few minutes, is that everyone is talking about the Bawag offer. There is at least one other offer – that comes from Axis,” he said.
The offer “is not speculative” and is supported by “one of the most esteemed investment banks in the world. We have a credible route to funding”, Duffy said. “And we are credible people, we have done many transactions in Ireland and globally”.
“We want access to information and limited time to consider this information,” he said in reference to the announcement last week that Axis Capital would seek an adjournment of up to six weeks.
Earlier in proceedings, the court heard from Des Carville, head of the shareholding and financial advisory division at the Department of Finance, on what led to Minister for Finance Simon Harris using the State’s 57.5 per cent stake in PTSB to support Bawag’s offer.
Share price was “of utmost importance”, Carville said, as it was “our primary driver to maximise value for the Irish taxpayer” when considering the State’s exit of its stake in the Irish banking sector.
Piotr Skoczylas, the managing director of Scotchstone Capital, which owns a less than 1 per cent stake in PTSB and is one of three shareholders objecting to the deal, asked Carville a series of questions on what formed “part of the Minister’s overall assessment to support the Bawag’s recommended cash offer”.
These included commercial matters, such as the bank’s branch footprint, and the Minister’s views of Bawag’s approach to the deal – for example, meeting trade union representatives.
Carville said these issues were not the Minister’s primary considerations. “Price was the first and foremost consideration,” he said. “Other points are secondary points; they flow from the transaction.
“It was a consequence of the offer by Bawag [that] the proposed transaction afforded the Minister the opportunity to exit his last remaining stake” in the bank, Carville said. “It was not a major part” of the Minister’s decision, he added, but “a small part of it”.
“We have resisted pressure from banks to sell shares” at times when the price on offer was not optimal, he said, and “it has taken us 13 years” to get to a point of satisfaction with a PTSB takeover bid.
“If price was not important to us, I would not have spent 13 years of my time working on this,” he said.