Commerzbank AG / Acquisition/Capital Increase
31.08.2008
Release of a Adhoc News, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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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.
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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
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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
WKN: 803200
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
End of News DGAP News-Service
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DGAP-Adhoc: Commerzbank AG: Commerzbank acquires Dresdner Bank
| Source: EQS Group AG