Allianz Sells Dresdner Bank to Commerzbank

Allianz and Commerzbank have agreed on the sale of Dresdner Bank to Commerzbank for a €9.8bn including a payment into a trust solution for specific ABS assets of Dresdner Bank of up to €975m. 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. The sale of Dresdner Bank will be realized in two steps: In the first step, Commerzbank will acquire 60.2% 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% of the increased share capital of Commerzbank. On the basis of the average XETRA closing price during the last month, these shares are worth €3.4bn. Commerzbank will pay Allianz an additional €2.5bn in cash. Thereof €975m will be provided as coverage for defined securities portfolio and will only be paid out, if not needed by 2018. In the transaction Cominvest, which is valued at €0.7bn will be transferred to Allianz. In the second step, Dresdner Bank will be merged with Commerzbank whereas Allianz will receive shares in Commerzbank worth €3.2bn. 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%. This will make Allianz the largest shareholder in the new bank.


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