The race to acquire HSBC Malta is understood to be in its final stages, with a local consortium and RS2 emerging as the two front-runners. RS2 is the only bidder to have publicly confirmed its interest — a move that raised eyebrows across the financial sector, given the size of the target and the scale of RS2’s existing operations.

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In a statement, RS2 said it had been “selected to submit a bid” and announced plans to revive the Mid-Med Bank brand if successful — invoking the legacy of the national bank absorbed by HSBC in 1999. The company also said it is “financially equipped to deliver a competitive bid,” though it has not disclosed the source of that financing.

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Still, it has not disclosed who is financing the offer.

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According to RS2’s latest financial report, the company generated €37.5 million in revenue in 2024, with €2.2 million in pre-tax profit. While these results mark an improvement and reflect the company’s successful pivot toward processing and merchant services, they do not indicate the kind of capital base that could fund the acquisition of a major retail bank. The merchant services arm, despite posting revenue growth of 91%, still registered a combined loss of €1.56 million.

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Moreover, RS2 continues to ramp up global operations — particularly in the US and EU — and its debt-to-equity ratio sits at 1.07, suggesting the company remains heavily geared and actively reinvesting. All of which makes the confirmation of a serious bid for HSBC Malta even more intriguing.

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So, who’s backing it?

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One possibility is that RS2 is acting as the technology enabler in a broader consortium, fronting a bid backed by private equity or institutional capital. With its robust cloud-based BankWORKS® platform, European EMI licence, and growing list of international clients, RS2 could play the strategic operator role while larger financial players provide the cash.

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This kind of arrangement would allow RS2 to expand into regulated financial services without overextending its balance sheet — effectively merging its platform with an established retail network.

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Since RS2 has only confirmed it was invited to submit a bid, it is not yet obliged to disclose financing. If the deal advances or a definitive agreement is reached, disclosure rules will kick in, including financing arrangements, risk factors, and material impact on operations.

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For CEO Radi Abd El Haj, who controls a nearly 50% stake in RS2 via ITM Holdings, the bid represents a potential legacy move: a chance to cement RS2’s transition from tech platform to full-spectrum financial services provider.

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But it also exposes the company to risks it has never faced before — including regulatory oversight, retail operations, and consumer trust on a national scale.

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If the bid is successful, it could mark a generational shift in Malta’s banking landscape. But if the financing doesn’t match the ambition, RS2 could find itself at the centre of a very public overreach.

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