Allianz SE / Miscellaneous
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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Allianz sets milestone in consolidation of German banking sector
Total consideration of 9.8 billion euros for Dresdner including a payment
into a trust solution for specific ABS assets of Dresdner Bank of up to 975
million euros
Allianz purchases Cominvest, Commerzbanks asset management entity
Allianz to improve insurance sales through access to an expanded network
of branch offices of the new bank and to strengthen its bancassurance
strategy
Oldenburgische Landesbank remains with Allianz Group
With a stake of nearly 30 percent Allianz will become the largest
shareholder of Commerzbank.
Potential synergies of 5 billion euros
Allianz SE and Commerzbank AG have agreed on the sale of Dresdner Bank AG
to Commerzbank for a consideration of 9.8 billion euros including a payment
into a trust solution for specific ABS assets of Dresdner Bank of up to 975
million euros. The new bank will be the leading bank for retail and
corporate clients in Germany. The supervisory board of Allianz approved the
agreement at its meeting today. The transaction will take place in two
steps and should be completed no later than the end of 2009. It is subject
to approval by the regulatory authorities.
Transaction creates added value
The integration of the two banks creates a potential for improved
efficiency and synergies that offers shareholders of the new bank the
chance of significant value enhancement. Allianz, as the largest
shareholder, will benefit from these gains. The cash equivalent of the
synergies after deduction of restructuring costs amounts to 5.0 billion
euros.
Commerzbank and Allianz will jointly arrange coverage for a specific ABS
assets, whereby Commerzbank provides 275 million euros for the first loss
piece and Allianz 975 million euros for the second loss piece.
Business models complement each other ideally
Together Commerzbank and Dresdner Bank will have the most powerful sales
organization in the German banking sector. Dresdner Banks proven
securities expertise perfectly complements Commerzbanks business model.
The new bank has a balanced mix of activities and an excellent potential
for growth. It focuses on retail and corporate clients, medium-size
companies, Central and Eastern Europe, corporates & markets (including
public finance) and commercial real estate.
With 11 million private customers in Germany and the densest network of
branches by far the two companies will become the leading German bank. With
a total of 1,200 branches the bank will be even more accessible for private
and business customers. At the same time it will have a broader range of
products and will be able to increase its market share.
The two banks together will strengthen their already strong position among
medium-size companies. The new bank will have more than 100,000 corporate
and institutional clients. The bank stands as long-term partner by local
companies and their needs.
The two banks also complement each other in the business segment of high
net-worth individuals. Dresdner Bank is very strong in this segment. This
will help the new bank minimize the gap to the market leader and establish
its position as number two in Germany in this market. Dresdner Bank has
recently invested heavily in boosting its national and international
presence, an asset the new bank will benefit from.
Dresdner Banks activities in investment banking will be partially reduced.
Overall the new bank will strengthen its leading position as investment
bank for German companies.
Exclusive sales cooperation ensures growth potential for Allianz
The new bank will offer Allianz insurance products through an exclusive
sales agreement. The cooperation hitherto of Commerzbank and Generali in
the insurance field will not be continued after expiry. Moreover, Allianz
Global Investors will be the preferred partner of the new bank in the asset
management business. With the acquisition of Cominvest, Commerzbanks asset
management entity, Allianz strengthens its market position in this segment
and will become Germanys largest asset manager with more than 300 billion
euros assets under management.
Allianz keeps OLB
The successful assurbanking business of Allianz will continue to be
promoted. More than a million new banking customers served by Allianz
sales force will be transferred to a fully owned Allianz subsidiary.
Furthermore the banking agencies distribution network will be expanded.
Overall 300 banking agencies will support Allianz sales force by 2009. The
Oldenburgische Landesbank (OLB) will remain in the Group as part of Allianz
Deutschland AG. All banking products sold by Allianz will be purchased from
Commerzbank and OLB. Other operative platforms of OLB will also be used.
Two-step consideration
The sale of Dresdner Bank will be realized in two steps: In the first step,
Commerzbank will acquire 60.2 percent of the shares in Dresdner Bank from
Allianz. In exchange Allianz will receive 163.5 million new shares in
Commerzbank generated from a capital increase against contribution in kind,
which is equivalent to a share of 18.4 percent of the increased share
capital of Commerzbank. On the basis of the average XETRA closing price
during the last month, these shares are worth 3.4 billion euros.
Commerzbank will pay Allianz an additional 2.5 billion euros in cash.
Thereof 975 million euros will be provided as coverage for a securities
portfolio and will only be paid out, if not needed for coverage by 2018. In
line with the transaction Cominvest which is valued at 0.7 billion euros
will be transferred to Allianz.
In the second step, Dresdner Bank will be merged with Commerzbank.
Commerzbank will acquire the remaining 39.8 percent of shares in Dresdner
Bank from Allianz, again against a contribution in kind. From the second
capital increase Allianz will receive shares in Commerzbank worth 3.2
billion euros. The final stake in Commerzbank which Allianz will hold after
the second step will depend on the exact exchange ratio of Commerzbank
shares to Dresdner Bank shares. Allianz target stake in Commerzbank will
amount to nearly 30 percent. This will make Allianz the largest shareholder
by far and a strong partner of the new bank.
Allianz has been advised by Goldman Sachs, Shearman Sterling and Ernst &
Young. Leonardo & Co gives a fairness opinion for Allianz and
Rothschild for Dresdner Bank.
These assessments are, as always, subject to the disclaimer provided below.
END OF MESSAGE.
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Information and Explaination of the Issuer to this News:
Cautionary Note Regarding Forward-Looking Statements:
Certain of the statements contained herein may be statements of future
expectations and other forward-looking statements that are based on
management's current views and assumptions and involve known and unknown
risks and uncertainties that could cause actual results, performance or
events to differ materially from those expressed or implied in such
statements. In addition to statements which are forward-looking by reason
of context, the words may, will, should, expects, plans, intends,
anticipates, believes, estimates, predicts, potential, or continue and
similar expressions identify forward-looking statements. Actual results,
performance or events may differ materially from those in such statements
due to, without limitation, (i) general economic conditions, including in
particular economic conditions in the Allianz Group's core business and
core markets, (ii) performance of financial markets, including emerging
markets, (iii) the frequency and severity of insured loss events, (iv)
mortality and morbidity levels and trends, (v) persistency levels, (vi) the
extent of credit defaults (vii) interest rate levels, (viii) currency
exchange rates including the Euro-U.S. Dollar exchange rate, (ix) changing
levels of competition, (x) changes in laws and regulations, including
monetary convergence and the European Monetary Union, (xi) changes in the
policies of central banks and/or foreign governments, (xii) the impact of
acquisitions, including related integration issues, (xiii) reorganization
measures and (xiv) general competitive factors, in each case on a local,
regional, national and/or global basis. Many of these factors may be more
likely to occur, or more pronounced, as a result of terrorist activities
and their consequences. The matters discussed herein may also involve risks
and uncertainties described from time to time in Allianz SEs filings with
the U.S. Securities and Exchange Commission. The company assumes no
obligation to update any forward-looking information contained herein.
No duty to update
The company assumes no obligation to update any information contained
herein.
DGAP 31.08.2008
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Language: English
Issuer: Allianz SE
Königinstr. 28
80802 München
Deutschland
Phone: +49 (0)89 38 00 - 41 24
Fax: +49 (0)89 38 00 - 38 99
E-mail: investor.relations@allianz.com
Internet: www.allianz.com
ISIN: DE0008404005
WKN: 840400
Indices: DAX-30, EURO STOXX 50
Listed: Regulierter Markt in Berlin, Frankfurt (Prime Standard),
Hannover, Düsseldorf, Stuttgart, München, Hamburg;
Terminbörse EUREX; Foreign Exchange(s) London, NYSE, SWX
End of News DGAP News-Service
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DGAP-Adhoc: Allianz SE: Allianz sells Dresdner Bank to Commerzbank and will become the largest shareholder of the new bank
| Source: EQS Group AG