LONDON, Oct. 30, 2013 (GLOBE NEWSWIRE) --
Kleinwort Benson Group Limited ("KBG"), the wholly-
owned subsidiary of financial services group RHJ International ("RHJI" or "the
Company") is providing an update on the proposed acquisition of BHF-BANK
("BHF"), following a decision by BlackRock, one of the original co-investors, to
withdraw from the transaction and the remaining co-investors to increase their
involvement.
KBG and RHJI will together acquire 100% of BHF for an estimated consideration of
€354 million, subject to closing purchase price adjustments. KBG will acquire
91% for €322 million in cash. RHJI will acquire the remaining 9% stake directly
by issuing RHJI shares to Deutsche Bank at par value. As a consequence of
BlackRock's decision to withdraw from the transaction, the associated capital
increase in KBG has been revised, with RHJI's retained interest increasing to
65% from the 60% that was connected with the original transaction, while the
balance of 35% will be split among the three remaining co-investors: Fosun
Group, AQTON SE (an investment company wholly-owned by German entrepreneur
Stefan Quandt), and entities affiliated with Timothy C. Collins.
As previously reported, all of the regulators responsible for the individual
Kleinwort Benson entities approved the original transaction a number of months
ago. We are therefore confident that we will be able to obtain formal regulatory
decisions from all of the necessary regulators in the coming weeks. During this
period of active engagement with the individual regulatory bodies RHJI, KBG and
the individual co-investors remain bound by the previously disclosed contractual
commitments to each other and to Deutsche Bank as seller.
We continue to believe that the proposed acquisition of BHF-BANK is the best way
for the Company to maximise shareholder value and that it is in line with our
strategic priority of creating a strong and profitable financial services
business. BHF has undergone a major transformation in recent years and has
emerged with a significantly reduced and cleaner balance sheet, strong capital
ratios and improved profitability. In the six months to June 30, 2013, BHF
reported an operating profit of €6.8 million, a core tier 1 ratio of 16.6% and a
reduced balance sheet of €7.5 billion compared with €12.7 billion in 2010. BHF
represents a strong strategic fit with our existing financial services
businesses, with the combination of their complementary business models in
wealth management and asset management in the fastest growing markets for these
services providing significant profitable growth opportunities. This, together
with the potential synergies we expect to capture through the combination of
back office functions, underlines our confidence that this transaction will be
earnings and value accretive.
If the BHF transaction does not proceed we will, in line with our previous
commitments, consult with our shareholders on the timing, mechanism and quantum
of a capital return.
Leonhard Fischer, Chief Executive Officer of Kleinwort Benson Group and RHJ
International, commented:
"Today's announcement is a decisive development in our proposed acquisition of
BHF-BANK. While we are disappointed at not having been able to conclude the
transaction as originally envisaged, we accept BlackRock's decision to withdraw
from the process and would like to thank them for their unwavering support of
RHJI's financial services strategy as a major shareholder. Given the progress
that has been made to date and the strong support of our remaining co-investors,
we are confident that we will be able to secure the necessary regulatory
decisions in the near future, and remain committed to a return of capital to our
shareholders should the transaction not proceed."
About Kleinwort Benson Group and RHJ International
Kleinwort Benson Group Limited. is a 100% owned subsidiary of RHJ International,
with over €10 billion of assets under management ("AuM"), and comprises the
businesses of Kleinwort Benson Bank Limited and Kleinwort Benson Channel Islands
Holdings Limited (collectively "Kleinwort Benson") and Kleinwort Benson
Investors Dublin Ltd ("Kleinwort Benson Investors"). Its wealth management
operations are conducted through Kleinwort Benson, an independent and
relationship-driven private bank with a heritage dating back to the 1780s. As at
30 June 2013, Kleinwort Benson had a tier 1 capital ratio of 19% and €6.3
billion of AuM. Kleinwort Benson Group's asset management operations are carried
out by Kleinwort Benson Investors, a Dublin-based institutional asset manager
that offers investors innovative and differentiated specialist strategies on
both a segregated and unitised basis. As at 30 June 2013, Kleinwort Benson
Investors had €4.0 billion of AuM.
RHJ International is a financial services group with principal activities in
wealth management, asset management and merchant banking. RHJI is a limited
liability company incorporated under the laws of Belgium, with its registered
office at Avenue Louise 326, 1050 Brussels, Belgium. RHJI is listed on the
Euronext Brussels, with the ticker symbol "RHJI".
For further information, please contact:
Duncan Heath
Investor Relations Director
RHJ International
Tel: +32 2 643 6013
E-mail: dheath@rhji.com
Full Press Release (PDF): http://hugin.info/135946/R/1738331/583572.pdf
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