Raiffeisen International Bank-Holding AG / Mergers & Acquisitions
19.04.2010 20:15
Dissemination of an Ad hoc announcement, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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- The transaction structure envisages merging the business units with
Raiffeisen International which are to be spun-off from RZB
- Based on indicative valuation ratios, the resulting stake held by RI
free float shareholders would range between 21.2 and 22.0 per cent
- Resolutions by the Supervisory Boards and Annual General Meetings of the
involved entities as well as all approvals by relevant regulatory
authorities are still required
Vienna, 19 April 2010. Today, the Managing Boards of Raiffeisen
International Bank-Holding AG (RI) and Raiffeisen Zentralbank Ãsterreich AG
(RZB) resolved to present a merger of material parts of the RZB banking
operations with RI to the respective shareholders for them to pass
resolutions. Decisions were now also taken on the preliminary valuation
ranges of the units which are to be merged as well as further details on
the transaction structure. According to these decisions, RZB business units
to be included in the merger would initially be spun-off from RZB into a
wholly-owned subsidiary, which would then be immediately merged into RI.
RI, which in the future would be called Raiffeisenbank International AG, is
to receive an Austrian banking license as a result of the merger and would
continue to be listed on the stock exchange. The transaction does not
include the functions of RZB as the central institution of the Raiffeisen
Banking Group Austria as well as associated business units and equity
participations held by RZB.
The determined preliminary valuation ranges for the entities which will be
merged have been confirmed by the current state of enterprise valuations
conducted by Deloitte Audit Wirtschaftsprüfungs GmbH (Deloitte) and BDO
Austria GmbH (BDO) respectively. Based on these figures, the management
expects the share of RI free float to be between 21.2 and 22.0 per cent
(previously 27.2 per cent, in all cases including treasury shares) after
the transaction has been carried out. In consideration of these
assumptions, the earnings per share 2009 attributable to former RI
shareholders based on a pro forma calculation would increase due to the
merger, from effectively EUR 0.99 to EUR 1.50 to 1.55 per share.
The above mentioned audit firms were engaged by the Managing Boards of RI
(Deloitte) and RZB (BDO) to conduct the valuations based on the discounted
earnings method in compliance with international valuation standards.
According to Austrian merger law, the appropriateness of the not yet
finalized exchange ratio is to be confirmed by an independent court
appointed merger auditor, which in turn is an audit firm.
There is to be continuity in the management after the merger has been
completed. The Managing Board of Raiffeisenbank International AG would be
composed as follows: Herbert Stepic (CEO), Karl Sevelda (Deputy CEO,
Corporate Banking), Martin Grüll (CFO), Johann Strobl (CRO), Aris
Bogdaneris (Retail Banking), Patrick Butler (Global Markets), Peter Lennkh
(Network Management), and Heinz Wiedner (COO). Walter Rothensteiner would
be the chairman of the Supervisory Board of Raiffeisenbank International
AG.
The necessary resolutions by the Supervisory Boards, the respective Annual
General Meetings with a three quarters majority of the involved entities,
as well as all regulatory approvals, are still required.
The financial results of RI and RZB for the first quarter are both to be
published on 30 May 2010. The ordinary RI Annual General Meeting, which
among other business is also to vote on the merger, is planned for 8 July
2010. The documents on the merger required for the vote are also planned to
be made publicly available from 30 May 2010.
For further information please contact:
Susanne Langer
Head of Investor Relations
Raiffeisen International Bank-Holding AG
Am Stadtpark 3, A-1030 Vienna
investor.relations@ri.co.at
phone +43-1-71707-2089
http://www.ri.co.at
19.04.2010 20:15 Ad hoc announcement, Financial News and Media Release distributed by DGAP. Medienarchiv at |[![CDATA[|[a href="http://www.dgap-medientreff.de"|]www.dgap-medientreff.de|[/a|]]]|] and |[![CDATA[|[a href="http://www.dgap.de"|]www.dgap.de|[/a|]]]|]
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Language: English
Company: Raiffeisen International Bank-Holding AG
Am Stadtpark 3
A-1030 Vienna
Ãsterreich
Phone: +43-1-71707-2089
Fax: +43-1-71707-2138
E-mail: investor.relations@ri.co.at
Internet:
ISIN: AT0000606306
WKN: A0D9SU
Listed: Freiverkehr in Berlin, München, Stuttgart; Open Market in
Frankfurt; Foreign Exchange(s) Wien
End of News DGAP News-Service
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DGAP-Adhoc: Raiffeisen International and RZB decide on transaction details for planned merger
| Source: EQS Group AG