In the tiny Republic of San Marino, nestled inside Italy and famous for its medieval towers and banking secrecy, a corporate drama has exploded that now threatens to become one of Europe’s biggest financial scandals of the decade.
The story was revealed by Assen Christov, the 62-year-old Bulgarian executive who controls the largest publicly listed holding in Bulgaria with a market cap exceeding €400 million, 6,000 employees, €167 million profit in 2024 and €1.56 billion in total assets and more than 11.000 individual and institutional shareholders from all over the world (nearly 1/3 of the entire population of the San Marino microstate).
For the past eleven months, Christov has been trying to buy 51% of Banca di San Marino (BSM), the 102-year-old flagship lender of the microstate, through a company created on-spot in San Marino in what he describes as a textbook takeover that suddenly turned into a nightmare of frozen funds, criminal investigations, and what he calls “institutionalised theft”. This is the first time the full inside story has been told.
From handshake to boardroom victory (December 2024 – May 2025)
The opportunity arose in November 2024 when Ente Cassa di Faetano (ECF), a church-linked foundation that owns the majority of BSM, quietly put a qualified stake up for sale. Assen Christov’s group, already active in insurance , energy, and asset management across 12 countries, saw San Marino as a perfect platform to build a new financial hub.
After signing an non-disclosure agreement and a virtual presentation to the Banca Centrale della Repubblica di San Marino (BCSM) on 23 December 2024, Christov’s M&A team delivered a binding offer on 28 January 2025: €36.75 million in total consideration — €14.25 million cash, a €2.5 million donation to ECF, and a €20 million capital increase for the bank itself.
On 7 February 2025, in a dramatic boardroom showdown in San Marino city, Christov personally faced the only other bidder, a little-known London-registered entity called 1OAK Capital Limited (2024 assets: £5.67 million). Both bids were laid on the table. Christov refused to budge, insisting his valuation was fair and backed by a UniCredit comfort letter proving immediately available funds. The ECF board voted 5–0 in favour of Christov’s offer. A letter of exclusivity followed the same day.
What came next looked like a normal closing process: deeper due diligence, external legal and tax advisors, repeated reassurances from BCSM in April that the deal was viewed “positively”, and on 15 May 2025 the signing of a full Sale & Purchase Agreement through a newly created SPV, San Marino Group S.p.A. Members of the SPV are Assen Christov, one of his Bulgaria-based companies and Prof. Dr. Richard A. Werner, world-famous German banker, financial expert and economist.
Following the advice of their partner in the deal – ECF and BSM, and to further facilitate the acquisition process, Christov agreed to two extraordinary concessions:
– An immediate €1.425 million confirmatory deposit upon signing
– The remaining €13.575 million of the base price parked in a conditional capital-increase account at BSM itself — earning only 1 % interest, far below market rates. Furthermore, instead of depositing this €13.575 million in an EU-based escrow bank account as the usual practice of the Bulgarian investor is, the buyer agreed to directly deposit it in a checking account at Banca di San Marino, thus showcasing its commitment to the deal, proving its financial strength and easing the process of the approval of the acquisition as a whole.
– Total cash already transferred or immobilised in San Marino by May 2025: €15 million.
The turning point: a criminal investigation out of nowhere (October 2025)
Everything changed on 16 October 2025.
Christov was informed that the previous day, 15 October, the San Marino Tribunal had opened a criminal investigation against San Marino Group S.p.A. for “private corruption”. The alleged offence? Perfectly normal, fully disclosed consultancy agreements that are standard in any cross-border banking M&A.
Within days, part of the funds parked at BSM were frozen. On 24 October — before any evidence had been examined — BCSM rejected Christov’s application to acquire the qualified holding, explicitly stating it would not wait for the criminal probe to conclude.
Christov immediately triggered the refund clause. That is when the real shock began. The money simply seemed to have vanished and the access to the bank account was blocked. All the following attempts of Christov’s lawyers to get access to the bank checking account in which the whole sum of €13.575 million — money that belonged to San Marino Group and was already subject to a court freezing order, — had been allocated, failed and practically there was no information what had happened with this money, if it had still remained in this account or if not where this money had gone.
When challenged, BSM first stalled (asking for two years of statements from the recipient — an illegal request), then claimed a secret 10-day suspension order from the Financial Intelligence Agency (AIF) that was back-dated to cover an extra five days, and finally, on 10 November, produced a new court decree accusing Assen Christov’s business of money laundering based almost entirely on unsourced tabloid articles.
An appeal filed on 18 November was rejected in 48 hours. The judge’s reasoning repeated the same debunked claims — including that a company of Assen Christov had “hidden” its minority investment in Germany’s Varengold Bank (in reality disclosed in the original BCSM filing with BaFin public registry proof attached).
Where did the €13.575 million go?
As for the past two weeks BSM has refused access and information about Christov’s account, his lawyers now raise questions what is the status of the funds he transferred for the acquisition, and if they have not become subject to misappropriation.
ECF, meanwhile, refuses to return the €1.425 million confirmatory deposit despite the deal being dead and the SPA containing a clear repayment clause.
Multiple jurisdictions
“San Marino sold us a bank, took our money, then invented a criminal case to keep both the bank and the money,” Christov told EUalive.net in an exclusive three-hour interview on 21 November. “This is not just a failed deal. This looks like state-sanctioned robbery dressed up as regulation.”
Assen Christov’s holding has now instructed its lawyers to file claims in multiple jurisdictions, including but not limited to: San Marino, Italy, Bulgaria, the EU law courts such as the European Court of Human Rights, international arbitration centres such as the International Centre for Settlement of Investment Disputes, etc.
One thing is certain: a transaction that began with handshakes and unanimous board votes has ended with €15 million missing, an out-of-the-blue criminal investigation against the investment company, and a microstate’s reputation for rule of law hanging by a thread.
As Christov put it yesterday, staring across Sofia’s skyline: “I came to San Marino as an investor. I may leave as the man who proves that some places in Europe still confuse banking supervision with daylight robbery.”
The courts of San Marino, Italy, and Strasbourg will now decide who is right.
An Association Agreement with the EU, expected to be ratified by the Council in 2026, would grant San Marino reciprocal access to the EU single market, including services like banking and insurance, while requiring adoption of relevant EU laws (acquis communautaire) on competition, consumer protection, and environment.
Early on Monday EUalive asked Banca di San Marino, the Central Bank of San Marino, Ente Cassa di Faetano (ECF) and San Marino’s Financial Intelligence Agency (AIF) for comments.
The Central Bank of San Marino (BCSM) declined to comment on the specific BSM case citing legal confidentiality and standard prudential procedures, asserted that its authorisation timeline was fully compliant with domestic and international norms, and warned that any publication of unsubstantiated or damaging claims about its conduct could trigger legal action to protect its reputation.
Banca di San Marino firmly rejected the allegations as substantially false and misleading, stated that it acted in full compliance with San Marino law, noted that the matter is under active criminal investigation by the judicial authorities (who have issued a public statement), and explicitly reserved the right to take legal action to protect the bank’s reputation.
AIF replied by saying they will not comment.
Caption: Assen Christov in his office in Sofia.
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