Commerzbank AG / Acquisition/Capital Increase 31.08.2008 Release of a UK Regulatory Announcement, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Commerzbank acquires Dresdner Bank Commerzbank pays approximately EUR 8.8 bn, around EUR 5 bn expected synergies Allianz receives a payment into a trust solution for specific ABS assets for Dresdner Bank of up to EUR 975 m EUR 1.6 bn of purchase price in cash, remainder in shares, parts of Commerzbanks asset management sold to Allianz for EUR 700 m Placement of up to 65.4 m shares from capital increase, timing subject to markets 9,000 full-time positions to be reduced in a socially responsible way, nearly 67,000 employees at both banks at present Commerzbank AG and Allianz SE have agreed upon the sale of 100 % of Dresdner Bank AG to Commerzbank for approximately EUR 8.8 billion1). In addition Allianz receives a payment into a trust solution for specific ABS assets of Dresdner Bank of up to EUR 975 million. The Supervisory Boards of Commerzbank and Allianz approved the agreement in their meetings on August 31, 2008. The transaction will occur in two steps and is expected to be completed by the end of 2009 at the latest, subject to regulatory and anti-trust approvals. The new Commerzbank will focus on the following segments: Private and Business Customers, Mittelstandsbank, Central and Eastern Europe, Corporates & Markets (including Public Finance) and Commercial Real Estate. Commerzbank will continue with the successful business model it has developed during recent years. Its strategic positioning as a customer-oriented major provider of financial services with a focus on Germany and a strong foothold in Central and Eastern Europe will also remain intact. The Private and Business Customers, the Mittelstand businesses and the activities in Central and Eastern Europe will continue to be the key drivers for growth. Together, Commerzbank and Dresdner Bank have nearly 67,000 employees. As a result of the combination scheduled for the second half of 2009, some 9,000 full-time positions overall will become redundant, of whom 2,500 will be outside Germany. Around 70 % of these relate to back office, control and production units, as well as in investment banking. All measures available for a socially-responsible approach will be used. In the first step Commerzbank is expected to acquire at least 60.2 % of the Dresdner Bank shares by the start of 2009 at the latest. Allianz in turn will receive approximately 163.5 million new Commerzbank shares, representing a stake of approximately 18.4 % in Commerzbank. Based on the XETRA one month volume weighted average price (EUR 20.80 per share), these shares are worth around EUR 3.4 billion. In addition, Commerzbank will pay about EUR 1.6 billion in cash. Furthermore Commerzbank sells significant parts of its asset management activities (cominvest) to Allianz for EUR 700 m. Commerzbank in turn receives shares in Dresdner Bank. On August 31, 2008, the Board of Managing Directors and the Supervisory Board of Commerzbank decided to issue 65,384,615 new shares, without subscription rights and with full dividend entitlement for 2008. The shares will be placed with institutional investors by means of an accelerated placement. The timing of the execution of the capital increase and the corresponding placement will be subject to market conditions. Following the first step Commerzbank assumes a capital ratio (Tier 1) in excess of 7 %. In step two, Dresdner Bank will be merged into Commerzbank. As a result, Commerzbank will acquire Allianzs approximately 39.8 % remaining stake in Dresdner Bank. In return, Allianz will receive Commerzbank shares from a capital increase carried out as part of the merger. For this purpose an Extraordinary General Meeting is planned for the beginning of 2009. The merger is likely to be completed by the end of 2009. Allianzs final stake will depend on the merger exchange ratio. As of today, the Commerzbank/Dresdner Bank merger ratio is to be expected within a range from 66:34 to 61:39. Following the completion of the whole transaction, a tier 1 capital ratio of 7% to 8% will be targeted, for the medium term. The midterm return on equity after tax should come at a minimum of 15 %. Commerzbank pays approximately EUR 8.8 billion for the acquisition. In addition Allianz receives a payment into a trust solution for specific ABS assets for Dresdner Bank of up to EUR 975 million. The final amount depends on the development in value of selected portolios of Dresdner Bank. Only the amount not realised as losses will be paid to Allianz in 2018. In future, Commerzbank will exclusively offer Allianz insurance products. Commerzbanks previous partnership in the insurance sector with Generali will expire in 2010. In Asset Management, Allianz Global Investors will be the preferred partner of Commerzbank, hence the bank will sell significant parts of its asset management activities to Allianz. _______________________________________ 1) Based on the volume weighted one month average XETRA price (EUR 20.80 per share) of the Commerzbank share. *** This release contains statements concerning the expected future business of Commerzbank, efficiency gains and synergies expected in connection with the transaction, expected growth prospects and other opportunities for an increase in value of the company as well as expected future net income per share, restructuring costs and other financial data. These forward-looking statements are based on managements current expectations, estimates and projections. They are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from any future results and developments expressed or implied by such forward-looking statements. Commerzbank has no obligation to periodically update or release any revisions to the forward-looking statements contained in this release to reflect events or circumstances after the date of this release. This release does not constitute an offer to sell or a solicitation of an offer to buy shares of Commerzbank. Shares of Commerzbank may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Commerzbank does not intend to conduct a public offering of shares in the United States. DGAP 31.08.2008 --------------------------------------------------------------------------- Language: English Issuer: Commerzbank AG Kaiserplatz 60261 Frankfurt am Main Deutschland Phone: +49 (069) 136 20 Fax: - E-mail: ir@commerzbank.com Internet: www.commerzbank.de ISIN: DE0008032004 Indices: DAX, CDAX, HDAX, PRIMEALL Listed: Regulierter Markt in Berlin, Frankfurt (Prime Standard), Hannover, München, Hamburg, Düsseldorf, Stuttgart; Terminbörse EUREX; Foreign Exchange(s) London, SWX Category Code: ACQ LSE Ticker: CZB Sequence Number: 10 Time of Receipt: Aug 31, 2008 20:03:28 End of News DGAP News-Service ---------------------------------------------------------------------------
DGAP-UK-Regulatory: Commerzbank AG: Commerzbank acquires Dresdner Bank
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