HPB closes its purchase of Croatia banka from the state and moves straight to a merger

Hrvatska poštanska banka closed its acquisition of 100% of Croatia banka on 1 September, buying the bank from the State Agency for Deposit Insurance and Bank Resolution under a share purchase agreement signed on 4 March. All conditions precedent — regulatory approvals and shareholder consent — were met, and the shares transfer through the central depository. Two days later, on 3 September, the two banks concluded a merger-by-acquisition agreement, filed with the Zagreb Commercial Court on 4 September. Because HPB already holds 100% of the target, the simplified regime under Article 531 of the Companies Act applies and no management reports, merger audit or supervisory board report are required. The merger cannot complete until the Croatian National Bank issues a no-objection decision. HPB's share capital of €161.97M and its shareholder structure are unchanged — only assets and liabilities transfer. The consideration was reported at €15M.