Deutsche Bank AG / Key word(s): Offer/Capital Increase
12.09.2010 16:16
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Deutsche Bank Approves Takeover Offer for Postbank
Intention to Increase Share Capital
Potential Revaluation of Postbank Investment
The Management Board and the Supervisory Board of Deutsche Bank AG (XETRA:
DBKGn.DE / NYSE: DB) today resolved to submit a voluntary public takeover
offer to the shareholders of Deutsche Postbank AG to acquire their no-par
value registered shares. Deutsche Bank intends to offer Postbank's
shareholders a cash payment equal to the volume-weighted average share
price of the Postbank share based on the quotations on the German stock
exchanges for this share over the last three months. This price is expected
to be in the range of EUR 24 to EUR 25 per share. The final minimum price
will be set in approximately one week by Germany's Federal Financial
Supervisory Authority (BaFin). The takeover offer will be made in
accordance with the terms specified in the offer document, which will be
made available online at www.db.com. The exact period for the acceptance of
the takeover offer will also be published in this document. Deutsche Bank
currently holds 29.95 percent of the shares of Deutsche Postbank AG.
The Management Board and the Supervisory Board of Deutsche Bank AG also
resolved to implement a capital increase from authorized capital against
cash contributions. The gross proceeds from the issue are expected to be at
least EUR 9.8 billion. The capital increase is primarily intended to cover
capital consumption from the planned Postbank con¬solidation, but will also
support the existing capital base to accommodate regulatory changes and
business growth.
Capital increase with subscription rights with a volume of at least EUR 9.8
billion
Deutsche Bank expects to issue a total of 308.6 million new registered no
par value shares (common shares) in public offerings in Germany and the
United States using authorized capital. The share capital of Deutsche Bank
AG will be increased by EUR 790.1 million, from EUR 1,589.4 million to EUR
2,379.5 million, corresponding to a volume of 49.7 per cent of the current
share capital.
Deutsche Bank's shareholders will be entitled to statutory subscription
rights. If the available authorized capital is issued in full, shareholders
will be able to purchase one new share for every two shares they own (2 : 1
subscription ratio) through so-called indirect subscription rights. In
order to implement this subscription ratio,
Deutsche Bank AG plans to reduce the number of shares that carry
subscription rights. For this purpose the Bank intends to buy back up to
3.1 million shares in the market from September 13, 2010, through September
16, 2010. These purchases will be carried out on the basis of the
authorization resolved upon by the Annual General Meeting of Deutsche Bank.
The shares so repurchased will later be used for allocations under future
share-based compensations plans to employees of Deutsche Bank or its
subsidiaries. To achieve an even subscription ratio, the subscription
rights for any fractional amounts resulting from the repurchase will be
excluded.
The resolution on the implementation of the capital increase and the
determination of additional terms, including the final volume and
subscription ratio, is expected to be taken on September 20, 2010, by the
Management Board with the consent of the Chairman's Committee of the
Supervisory Board.
The planned capital increase will be led by Deutsche Bank as global
coordinator and bookrunner. A syndicate of banks comprised of UBS
Investment Bank, Banco Santander, BofA Merrill Lynch, COMMERZBANK, HSBC
Trinkaus, ING, Morgan Stanley and Société Générale Corporate & Investment
Banking as joint bookrunners as well as additional syndicate members have
agreed to a firm underwriting of the new shares at the preliminary
subscription price of EUR 31.80 and under conditions customary in the
market. This ensures gross proceeds from the issue of at least EUR 9.8
billion. The final subscription price will be determined and announced on
September 20, 2010 and will depend on further market developments.
Subject to the approval by the Federal Financial Supervisory Authority
(BaFin), a securities prospectus is expected to be published on September
21, 2010, and will subsequently be available from Deutsche Bank AG. The
Bank intends to file a prospectus supplement relating to the subscription
offer with the Securities and Exchange Commission (SEC) on this date as
well. These will permit shareholders to exercise their subscription rights
during the period from September 22 up to and including October 5, 2010. It
is intended to provide for trading in the subscription rights on the German
stock exchanges from September 22, 2010 through October 1, 2010, and the
rights are expected to be admitted to trading on the New York Stock
Exchange form September 22, 2010 through September 29, 2010. Delivery and
settlement of the new shares subscribed within the framework of the
subscription rights offering is expected to take place on October 6, 2010.
Revaluation of current Postbank investment expected
Based on the takeover offer, Deutsche Bank intends to fully consolidate the
Postbank Group already in 2010 if the capital increase is successfully
implemented. As a result of this intention, in accordance with the
revisions of IFRS 3 ('Business Combinations'), in effect since January 1,
2010, the current investments in Postbank will need to be revalued.
Accordingly, before the date of Postbank's initial consolidation, Deutsche
Bank must determine the value in use of its currently existing Postbank
shareholding and mandatorily exchangeable bond on the basis of their
expected disposal value and thus their current fair value. Deutsche Bank
will therefore recognize a prospective charge of around EUR 2.4 billion in
the third quarter of 2010 based on book values as of June 30, 2010 and an
assumed fair value of the
Postbank share at the date of initial consolidation in the range of EUR 24
to EUR 25 per share.
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Information and Explaination of the Issuer to this News:
Forward-looking statements contain risks
This press release contains forward-looking statements. Forward-looking
statements are statements that are not historical facts; they include
statements about our beliefs and expectations. Any statement in this
release that states our intentions, beliefs, expectations or predictions
(and the assumptions underlying them) is a forward-looking statement. These
statements are based on plans, estimates and projections as they are
currently available to the management of Deutsche Bank. Forward-looking
statements therefore speak only as of the date they are made, and we
undertake no obligation to update publicly any of them in light of new
information or future events.
By their very nature, forward-looking statements involve risks and
uncertainties. A number of important factors could therefore cause actual
results to differ materially from those contained in any forward-looking
statement. Such factors include the conditions in the financial markets in
Germany, in Europe, in the United States and elsewhere from which we derive
a substantial portion of our trading revenues, potential defaults of
borrowers or trading counterparties, the implementation of our strategic
initiatives, the reliability of our risk management policies, procedures
and methods, and other risks referenced in our filings with the U.S.
Securities and Exchange Commission. Such factors are described in detail in
our SEC Form 20-F of March 16, 2010 on pages 7 through 17 under the heading
'Risk Factors.' Copies of this document are readily available upon request
or can be downloaded from www.db.com/ir.
For readers in the European Economic Area
This document does not constitute an offer to sell, or the solicitation of
an offer to buy or subscribe for, any securities, and cannot be relied on
for any investment contract or decision. This document does not constitute
a prospectus within the meaning of Art. 13 of the EC Directive 2003/71/EC
of the European Parliament and Council dated 4 November 2003 (the
'Prospectus Directive'). The public offer in Germany will be made solely by
means of, and on the basis of, a securities prospectus which is to be
published following its approval by the Bundesanstalt für
Finanzdienstleistungsaufsicht. Any investment decision regarding any
subscription rights or shares should only be made on the basis of the
prospectus which is expected to be published before the start of the
subscription period for the subscription rights and will be available for
download on the internet site of Deutsche Bank AG (www.db.com). Copies of
the prospectus will also be readily available upon request and free of
charge at Deutsche Bank AG, GroÃe GallusstraÃe 10-14, 60311 Frankfurt am
Main Germany.
For readers in the United Kingdom
This communication is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the 'Order') or (iii) high net worth
companies, and other persons to whom it may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the
Order (all such persons together being referred to as 'relevant persons').
The new shares are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such new shares will
be engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this document or any of its
contents.
For readers in the US
Deutsche Bank has filed a registration statement relating to this offering
with the Securities and Exchange Commission. This registration statement is
effective. You may get the registration statement and the prospectus
supplement, once it has been filed, for free by visiting IDEA on the SEC
Web site at www.sec.gov. Alternatively, Deutsche Bank, any underwriter or
any dealer participating in the offering will arrange to send you the
prospectus after filing if you request it at Deutsche Bank, GroÃe
GallusstraÃe 10-14, 60311 Frankfurt am Main, Germany.
NOT FOR PUBLICATION IN CANADA, AUSTRALIA AND JAPAN
12.09.2010 16:16 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Deutsche Bank AG
Theodor-Heuss-Allee 70
60486 Frankfurt a. M.
Deutschland
Phone: +49 (0)69 910-00
Fax: +49 (0)69 910-38 591
E-mail: Deutsche.Bank@db.com
Internet: www.deutsche-bank.de
ISIN: DE0005140008
WKN: 514000
Indices: DAX, EURO STOXX 50
Listed: Regulierter Markt in Frankfurt (Prime Standard), Berlin,
Stuttgart, Hannover, Hamburg, München, Düsseldorf;
Terminbörse EUREX; Foreign Exchange(s) NYSE
End of Announcement DGAP News-Service
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DGAP-Adhoc: Deutsche Bank Approves Takeover Offer for Postbank
| Source: EQS Group AG