13 Jun 2012 15:37
Sberbank / Acquisition 13.06.2012 16:37 Dissemination of a UK Regulatory Announcement, transmitted byEquityStory.RS, LLC - a company of EquityStory AG.The issuer is solely responsible for the content of this announcement.--------------------------------------------------------------------------- Sberbank Announces Agreement to Acquire 99.85% of DenizBank 8 June 2012, Istanbul - Sberbank of Russia ('Sberbank') and theshareholders of DenizBank AS ('DenizBank') - Dexia NV/SA and DexiaParticipation Belgium SA (together, 'Dexia') - have signed a definitiveagreement for the acquisition of 99.85% of DenizBank by Sberbank for aconsideration in Turkish Lira of TRY 6,469 million (at the current exchangerates approximately EUR 2,821 million or US$3,504 million). This implies avaluation of Turkish Lira 6,479 million for 100% of DenizBank's sharecapital. The transaction includes DenizBank and its subsidiary companies inTurkey, Austria and Russia. The agreed purchase price is equivalent to1.33x DenizBank's shareholders' equity as of 31 March 20121 and is subjectto adjustments at closing. This landmark transaction, which is expected to be earnings accretive forSberbank from year one, represents the largest acquisition in the bank's170-year history and is the latest step, following the recent acquisitionsof Troika Dialog and Volksbank International, in Sberbank's transformationfrom a domestic champion into a leading international financialinstitution. The acquisition of DenizBank is consistent with Sberbank'sstated strategy of increasing the share of net profit generated from itsinternational operations and will allow Sberbank to establish a leadingpresence in the fast-growing Turkish economy. Highly attractive Turkish economy and banking sector Turkey is the eighteenth largest economy in the world, having grown onaverage by 5.4% annually over the last decade, with further dynamic growthexpected over the medium term. Turkey's population is large and the fastestgrowing in the region, with 51% of the population below the age of 30. Thecountry's banking sector exhibited loan growth in excess of 25% over thelast five years yet still has a loan penetration of only 52.7% to GDP,which is less than one quarter of that of the Eurozone, and hence enjoysconsiderable demographic and convergence driven growth potential. DenizBank - a leading full service Turkish bank DenizBank ranked 8th among Turkish banks by total consolidated assets,deposits and by loans as of 31 March, 2012. The bank has been one of thebiggest success stories in Turkish financial services. Launched as astart-up by its current management in 1997, DenizBank today is the 5thlargest private bank by total consolidated assets in Turkey with along-term track record of high growth and attractive profitability. Thebank enjoys nationwide coverage with 592 branches in Turkey, as well as 15branches of subsidiary banks abroad. DenizBank is a leader in retail and commercial banking with particularfocus and unique competitive advantages in attractive niche segments suchas consumer, SME and agricultural lending through strong brand perception,innovative products and advanced technologies. The bank ranks #7 in carloans (5.2% market share), #9 in consumer loans (4.2% market share), #9 incredit card receivables (2.8% market share), #9 in SME (4% market share)and #12 in agricultural loans (20% market share) as of 31 March, 20123.DenizBank, which boasts a strong funding position, robust asset quality anda solid capital position, posted a net profit of TRY 0.7 billion in 2011,up 21% over the previous year and achieved an ROAE of 17.4%4. A major milestone in the implementation of Sberbank's development strategy DenizBank will help Sberbank achieve diversification, as it will constituteSberbank's largest foreign operation to-date. The transaction is giving apresence in countries representing in excess of 80% of total banking assetsin the CIS and CEE. The transaction will also enable Sberbank to realizesynergies from the exchange of expertise in banking operations, as well asfrom the rapidly expanding trade and investment flows between Russia andTurkey: in 2011 Russia was Turkey's largest source of imports, while Turkeywas Russia's 6th largest export market. The acquisition of DenizBank, which is expected to close in 2012, issubject to limited conditions precedent, including customary regulatoryconsents and approvals. The final consideration will be adjusted on aLira-for-Lira basis to account for the evolution of DenizBank's net assetvalue until closing, subject to certain caps. Upon closing Sberbank intendsto launch a mandatory tender offer on the share capital of DenizBank inaccordance with the capital market regulations of Turkey. 'Sberbank's acquisition of DenizBank is another step in deliveringSberbank's 2014 strategy' said Herman Gref, CEO and Chairman of theExecutive Board of Sberbank, today in Istanbul. 'With this acquisition,Sberbank will enter a highly attractive market, which has demonstratedexceptional growth and profitability levels in the recent years. DenizBankis a high quality universal bank led by an exceptionally professional teamwith a nation-wide branch network and strong expertise in the lucrative SMEand agricultural segments in Turkey. We believe that we can use DenizBankwith its state of the art CRM and IT capabilities as an innovation hub forour CEE business. Under Sberbank's ownership, I believe DenizBank will beable to further strengthen its position in the Turkish market and capturesynergies from Russia/Turkey trade, tourist and investment flows'. Pierre Mariani, Chief Executive Officer of the Dexia Group and Chairman ofthe Board of Directors of DenizBank declared 'Since 2006 Dexia hasshouldered and encouraged the profitable development of DenizBank which hasbecome an important player, which has found its place within the Turkishbanking industry. At the close of a competitive selection process, Dexiachose an industrial partner able to carry further this development andenhance its growth potential. For Dexia, this agreement represents asignificant inroad into the implementation of the decisions notified by theStates to the European Commission for an orderly resolution of the Dexiagroup. DenizBank CEO Hakan Ateş said - 'If I had to summarize in two words thesix-year relationship between Dexia and DenizBank which started in May2006, I would use the words 'success story'. Our new main shareholderSberbank is the largest bank in Russia. In fact in Russia, banks arementioned as 'Sberbank and the others'. Representing nearly one third ofthe Russian financial market itself, Sberbank is rapidly proceeding tobecome a global financial player with its new investments in Central andEastern Europe. For Turkey and Russia, Sberbank-DenizBank partnership has ameaning beyond a bank acquisition. The fact that Sberbank is acquiringDenizBank shares will contribute a lot to the target of improvingcommercial relations between the two countries. I hope this share transferagreement will be beneficial for all parties.' Deutsche Bank, Rothschild and Troika Dialog acted as financial advisors toSberbank. Linklaters LLP and Taboglu were Sberbank's legal advisors, whileKPMG conducted financial and tax due diligence on behalf of Sberbank.Barclays and J.P. Morgan provided fairness opinions to the Executive Boardof Sberbank. # # # SberbankAlexander BaziyanPublic Relations DepartmentTel. +7(495) 957 5721media@sberbank.ru Sberbank is the largest bank of Russia that holds about 27% of the Russianbanking assets and employs nearly 240,000 people. The Central Bank ofRussian Federation is the founder and major shareholder of Sberbank, owning57.6% of its issued outstanding shares. Other shares are held by more than245,000 individual and institutional investors. The Bank has one of thelargest networks in Russia: 17 territorial banks, about 19,000 branches aswell as subsidiaries in Kazakhstan, Ukraine and Belarus, a branch in India,representative offices in Germany and China. With the acquisition ofVolksbank International in 2012 Sberbank gained presence in nine Centraland Eastern European countries. The bank holds the general banking license No.1481 issued by the Bank ofRussia.The official website is www.sberbank.ru 1 According to BRSA standards 2 Excluding Ziraat (state-owned), which is the only bank allowed to providesubsidised loans 3 Source: DenizBank 4 Before realized gains from the sale of life insurance and pensionssubsidiary. 13.06.2012 EquityStory.RS, LLC's Distribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases.Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: EnglishCompany: Sberbank 19 Vavilova St. 117997 Moscow RussiaPhone: +7-495-957-57-21Fax: E-mail: media@sberbank.ruInternet: www.sberbank.ruISIN: US80585Y3080, RU0009029540, RU0009029557Listed: Frankfurt in Open Market (Entry Standard) ; MICEX, RTSCategory Code: ACQLSE Ticker: SBERSequence Number: 1111Time of Receipt: Jun 13, 2012 16:37:44 End of Announcement EquityStory.RS, LLC News-Service ---------------------------------------------------------------------------UK-Regulatory-announcement transmitted by DGAP - a company of EquityStory AG.The issuer is solely responsible for the content of this announcement.