Commerzbank Aktiengesellschaft (CZB)
Commerzbank acquisition offer deadline for comdirect has expired
11-Dec-2019 / 11:18 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
*- Minimum acceptance threshold of 90 per cent has not been reached*
*- comdirect shareholders initially retain their shares*
*- Zielke: 'A direct merger of comdirect into Commerzbank will now take
place.'*
Under the voluntary public acquisition offer of Commerzbank AG for all the
outstanding shares of comdirect bank Aktiengesellschaft ('comdirect'), the
acceptance deadline on 6 December 2019 has now expired. By the end of the
acceptance deadline, comdirect shareholders had tendered a total of 457,343
shares. Including the comdirect shares already held by Commerzbank, this
shareholding corresponds to a proportion of approximately 82.63 per cent of
all the shares. This means that the offer condition of a minimum acceptance
threshold of 90 per cent has not been met so that the acquisition offer is
not executed. comdirect shareholders will therefore initially retain their
shares.
The integration of comdirect will now take place by means of a direct merger
into Commerzbank. Following consent granted by the general meetings of both
companies, the shareholders of comdirect will receive Commerzbank shares in
exchange for their shares. The exchange ratio will be determined on the
basis of expert reports on the value of comdirect and Commerzbank. The
direct merger was already announced as an alternative at the end of
September 2019.
'We are confident about the logic of integrating comdirect, and we are well
prepared. I want to see more comdirect in Commerzbank, and bundling our
resources is the best way of getting there. A direct merger of comdirect
into Commerzbank will now take place. We will institute the necessary
measures immediately,' commented Martin Zielke, Chairman of the Board of
Managing Directors of Commerzbank. 'All customers will benefit from the
merger: comdirect customers will still be able to rely on the proven
offering of products, services, and brokerage. The branch network of
Commerzbank will also offer them new options. Commerzbank customers will
gain access to comdirect's excellent digital offering.'
Since it was founded in 1994, comdirect has set benchmarks in online banking
with innovative products, services, and advisory capabilities. Today, it is
one of the leading direct banks and one of the leading online brokers in
Germany. The business models of the two companies are becoming ever more
closely aligned, and this is why comdirect shall be integrated into
Commerzbank to become part of a strong, innovative multichannel bank. As a
result of this, it will also be able to benefit from scale effects and
growth opportunities within the Group. In addition to the strategic
advantages, Commerzbank will be able to realise significant potential
synergies from the integration.
*****
*Press contact*
Erik Nebel +49 69 136-44986
Maurice Farrouh +49 69 136-21947
*****
*About Commerzbank*
Commerzbank is a leading international commercial bank with branches and
offices in nearly 50 countries. The Bank's two business segments - Private
and Small-Business Customers and Corporate Clients - offer a comprehensive
portfolio of financial services precisely tailored to their customers'
needs. Commerzbank transacts approximately 30% of Germany's foreign trade
and is the market leader in German corporate banking. The Bank offers its
sector expertise to its corporate clients in Germany and abroad and is a
leading provider of capital market products. Its subsidiaries, Comdirect in
Germany and mBank in Poland, are two of the world's most innovative online
banks. With approximately 800 branches going forward, Commerzbank has one of
the densest branch networks in Germany. The Bank serves more than 11 million
private and small-business customers nationwide and over 70,000 corporate
clients, multinationals, financial service providers, and institutional
clients worldwide. Its Polish subsidiary mBank S.A. has around 5.6 million
private and corporate customers, predominantly in Poland, but also in the
Czech Republic and Slovakia. In 2018, Commerzbank generated gross revenues
of EUR 8.6 billion with approximately 49,000 employees.
*****
*Disclaimer and Forward-Looking Statement*
This release is neither an offer to purchase nor a solicitation of an offer
to sell comdirect bank Aktiengesellschaft shares or any other security. The
offer document, the terms and conditions contained therein shall have sole
relevance in respect to the offer. Investors and holders of shares in
comdirect bank Aktiengesellschaft are advised to read the relevant documents
regarding the takeover offer to be published by Commerzbank Inlandsbanken
Holding GmbH as they contain important information. Investors and holders of
shares in comdirect bank Aktiengesellschaft can receive the offer document
as well as other documents in connection with the offer from the website
www.commerzbank-offer.com once they become available.
This release contains forward-looking statements. Forward-looking statements
are statements that are not historical facts. In this release, these
statements concern inter alia the expected future business of Commerzbank,
efficiency gains and expected synergies, expected growth prospects and other
opportunities for an increase in value of Commerzbank as well as expected
future financial results, restructuring costs and other financial
developments and information. These forward-looking statements are based on
the management's current plans, 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. Such factors
include the conditions in the financial markets in Germany, in Europe, in
the USA and other regions from which Commerzbank derives a substantial
portion of its revenues and in which Commerzbank holds a substantial portion
of its assets, the development of asset prices and market volatility,
especially due to the ongoing European debt crisis, potential defaults of
borrowers or trading counterparties, the implementation of its strategic
initiatives to improve its business model, the reliability of its risk
management policies, procedures and methods, risks arising as a result of
regulatory change and other risks. Forward-looking statements therefore
speak only as of the date they are made. Commerzbank has no obligation to
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.
ISIN: DE000CBK1001
Category Code: MSCU
TIDM: CZB
LEI Code: 851WYGNLUQLFZBSYGB56
Sequence No.: 34710
EQS News ID: 933419
End of Announcement EQS News Service
(END) Dow Jones Newswires
December 11, 2019 05:18 ET (10:18 GMT)
