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euro adhoc: Bank Sarasin + Cie AG
Mergers - Acquisitions - Takeovers /
Rabobank has Exercised its Option to Boost Sarasin's Growth Strategy
-------------------------------------------------------------------------------- Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement. -------------------------------------------------------------------------------- 09.01.2007 Basel/Utrecht, 9 January 2007 Rabobank - the Dutch AAA financial services provider - has exercised its option through which it will acquire all outstanding Sarasin class A shares held by Eichbaum Holding Ltd. Rabobank thus becomes the majority shareholder of Sarasin with a 46 % stake in its equity capital and 69 % of its voting rights. Sarasin's Board of Directors and Management welcome Rabobank's enhanced commitment as a shareholder and its support for Sarasin's growth strategy. Sarasin will retain its operational independence as one of the leading Swiss private banks and remain listed on the SWX Swiss Exchange. Bank Sarasin & Co. Ltd today announced that Rabobank has exercised, on December 29, 2006, its option to acquire all outstanding Sarasin class A registered shares held by Eichbaum Holding Ltd. The participation to be acquired with the call option corresponds to an 18.01 % stake in Sarasin's equity capital and 52.32 % of its voting rights. Together with its existing participation of class B shares, Rabobank will now hold 46.06 % of Sarasin's equity capital and 68.63 % of its voting rights. Sarasin will retain its operational independence as a Swiss bank and remain listed on the SWX Swiss Exchange. Rabobank has no intention of increasing its stake in Sarasin beyond the level of the exercised call option. Bert Heemskerk, CEO of Rabobank Group, says: "We have chosen to increase our participation at this point in time because we are convinced of Sarasin's growth potential. We want to support Sarasin's growth strategy which has gained momentum under its new management by showing our commitment and confidence. At the same time, together we will further develop selected areas of cooperation, especially in international markets." Mr Heemskerk adds: "We firmly believe that Sarasin will benefit from Rabobank as a supportive shareholder in the ongoing consolidation process in the Swiss private banking industry. Sarasin will retain its operational independence and its brand, in line with Rabobank's multi-brand strategy that has proven successful over many years." Georg F. Krayer, Chairman of the Board of Directors of Sarasin, says: "We welcome Rabobank's step - which removes the ownership uncertainty the Bank has seen in recent years - and its confirmation of our strategy. With Rabobank's AAA sponsorship, Sarasin is even better positioned to carry forward its successful development. At the same time, Sarasin will maintain its private banking character and personal touch, developed since 1841, and remain listed on the SWX Swiss Exchange with its existing Board of Directors structure and Management." Joachim H. Straehle, Chief Executive Officer of Sarasin, says: "From our strong Swiss home base, we will continue to implement our strategy of gaining market share in neighbouring Europe, UK, Middle East and Asia, as well as in other high-potential markets. We aim to increase clients' assets under management to well above CHF 100 billion by 2010 and our gross margin to more than 90 basis points, and to gradually reduce our cost / income ratio to 60 %. We are convinced that stronger cooperation with Rabobank will help us to reach these ambitious targets. Besides organic growth, we are also looking for selected acquisitions and opportunities for cooperation. In both areas, we will benefit from Rabobank's sound reputation and its strong international network." Exercise of the Call Option to Acquire Sarasin Class A Shares In 2002, Sarasin and Rabobank entered into a strategic alliance to join forces in private banking. Under this Agreement, Rabobank acquired Sarasin class B shares corresponding to a 28.05 % stake in the Swiss bank's equity capital, and to 16.31 % of its voting rights, against a contribution in kind of Rabobank's international private banking units, which were fully integrated into Sarasin at the time. In addition, the shareholders of Eichbaum Holding Ltd - the company owned by Sarasin's former partners, holding all of Sarasin's class A shares corresponding to 18.01 % equity capital and 52.32 % voting rights - granted Rabobank a call option to acquire, until mid-2009, all of its shares. The formula to set the exercise price per Sarasin class A share was determined and disclosed in connection with the Agreement in 2002 and includes an adjustment at the beginning of every year. The exercise price amounts to CHF 809 per class A share with a nominal value of CHF 20. Mandatory Tender Offer for Sarasin Class B Shares Upon exercising the call option, Rabobank, according to Swiss takeover regulations, is formally obliged to submit a Tender Offer at a minimum price for all outstanding Sarasin class B shares which are not in its possession. The setting of the minimum offer price per Sarasin class B share is based on the formula for calculating the exercise price. The offer price amounts to CHF 3,687.50 per class B share with a nominal value of CHF 100. The Tender Offer will be published in early February 2007. The goal is to keep most of the Sarasin class B shares in the market. Exercising the call option and the Tender Offer are subject to the usual conditions including approval by the respective authorities. For more information please contact: Bank Sarasin & Co. Ltd Benedikt Gratzl, Corporate Communications, Media Relations Telephone +41 (0)61 277 70 88 e-mail: email@example.com Rabobank Group Jan-Willem ter Avest, Press office Telephone +31 (0)30 216 17 40 e-mail: J.W.Avest@rn.rabobank.nl Bank Sarasin & Co. Ltd - Responsibly yours - www.sarasin.com Founded in 1841, Bank Sarasin is today one of Switzerland's leading private banking institutions. Its sustainable success is based on trust, confidentiality, expertise and dedication. Bank Sarasin's core activities include investment advisory and asset management services for private and institutional clients, as well as an investment funds business. Its complementary services extend to corporate finance, brokerage and financial analysis. The Sarasin Group - headquartered in Basel, Switzerland - employs over 1100 staff. In addition to its headquarters in Basel, the Bank has offices in Zurich, Geneva and Lugano in Switzerland. Internationally, the Sarasin Group has offices in Dubai, Guernsey, Hong Kong, London, Luxembourg, Munich, Paris and Singapore. Bank Sarasin is a limited company. Its shares are listed on the Swiss Stock Exchange, SWX. Its strategic partner Rabobank is the only bank in the world without a state guarantee that enjoys a triple-A rating. Rabobank - www.rabobank.com Rabobank Group is a full-range financial services provider founded on cooperative principles. The Group is comprised of 208 independent local Rabobanks in the Netherlands, the central organisation Rabobank Nederland and a large number of specialised subsidiaries. The Group's core objective is to generate the highest possible customer value. To this end, the organisation offers its clients all the financial products and services they may want. Rabobank Group provides services to more than half of the Dutch population (16 million) and Dutch companies. In the Netherlands, Rabobank has dominant market positions in almost all financial services areas: home mortgages, savings, small and medium-sized businesses, and the food & agri sector. It has also significantly strengthened its position in the large corporate market. Throughout the world, Rabobank Group, through Rabobank International, focuses primary on financing the international food & agri business, a niche market in which it has a leading position. Rabobank Group has been awarded the highest credit rating (Triple A), and has 289 offices in 38 countries outside the Netherlands. end of announcement euro adhoc 09.01.2007 07:20:00 -------------------------------------------------------------------------------- ots Originaltext: Bank Sarasin + Cie AG Im Internet recherchierbar: http://www.presseportal.ch Further inquiry note: Dr. Benedikt Gratzl Head Corporate Communications T.: +41(61) 277 70 88 Benedikt.Gratzl@sarasin.ch Branche: Banking ISIN: CH0002267737 WKN: 872869 Index: SPI Börsen: SWX Swiss Exchange / regulated dealing