swissfirst AG

euro adhoc: Swissfirst AG
Mergers - Acquisitions - Takeovers
swissfirst: swissfirst and Bellevue Group to merge

-------------------------------------------------------------------------------- Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement. -------------------------------------------------------------------------------- 12.09.2005 - Merger of swissfirst and Bellevue Group - swissfirst AG to take over all of Bellevue Holding AG’s operating business - The Bellevue Group, i.e. its employees, will acquire up to 50% in swissfirst AG - The new group will manage around CHF 10 billion in client funds swissfirst AG, Zug, listed on the Swiss SWX exchange, and Bellevue Holding AG, Küsnacht, will merge. Bellevue Holding AG, i.e. its current shareholders, will acquire a stake of up to 50% in swissfirst AG, with swissfirst AG acquiring Bellevue Holding’s operating business. The aim of the merger is to bundle the know-how of the two groups and strengthen the new merged group’s position as an innovative niche financial service provider in the Swiss capital market. The combined earnings set a sound basis for profitable growth in the future. The new group will manage client funds of CHF 10 billion. Bellevue Holding AG and swissfirst AG will merge their business activities on January 1, 2006 to create a financial institution with the business segments Investment Banking, Asset Management and Private Banking. The aim of the merger is to bundle core competencies and thus successfully address the issue of consolidation in the banking industry. Both companies have already established themselves as niche players through professionalism, independence, discretion and innovative strength. This recipe for success will form the basis for the new group. An excellent fit in terms of culture and vision, and complementary in terms of the services and products, the Boards of Directors of the two companies have decided to face the future together. Growth through common values, services and products The focus of the transaction is to grow complimentary businesses with common values. Swissfirst will merge their Investment Banking business, consisting of Swiss brokerage, Derivative and Structured products as well as Corporate Finance into Bank am Bellevue. The Bellevue Group adds a strong brokerage franchise with both Swiss domestic and foreign institutional clients as well as specialized financial research. The merger will create a powerhouse in Swiss brokerage. The two companies will also complement each other in the Asset Management segment. While swissfirst offers both segregated mandates generating absolute returns as well as comprehensive solutions for pension funds in the small and medium-sized company segment, Bellevue Asset Management products, BB Biotech, BB Medtech and BB Biotech Ventures II, are focused on the healthcare sector. Given the highly complementary nature of the two company’s business segments no reductions are planned in the combined workforce encompassing 166 employees. On the contrary, the new Group will offer its employees a wide range of prospects in a professional and attractive working environment. The Merger will be financed through debt and equity The transaction is based on Bellevue Holding, i.e. its shareholders, acquiring a share participation of up to 50% in swissfirst AG. At the same time, swissfirst AG will take over Bellevue Holding’s operating business through the acquisition of Bank am Bellevue and Bellevue Asset Management. As of September 12, 2005, the shareholders, i.e. the employees of the Bellevue Group, held 47% of the swissfirst AG. The transaction volume amounts to approximately CHF 300 million. The transaction will be financed through both the issuance of 500’000 bearer shares in the form of conditional capital as well as debt financing. In addition, a capital increase remains an option. The transaction value assumes CHF 250 million in Goodwill. An interim financial statement will be provided by September 30th. The Merger is dependent on approval by the Swiss Banking Commission. Efficiency through a lean organizational structure The Group comprises the business segments of Investment Banking, Asset Management and Private Banking. Thomas Matter will assume the position of Chief Executive Officer (CEO). Urs Kaufmann will be responsible for Private Banking, and Jürg Schäppi will head up the Investment Banking segment. He will be supported by Gregor Greber, who will assume responsibility for Corporate Finance within this segment. Mirko Sangiorgio and Stephan Meier will share responsibility for the Asset Management segment. Daniel Hefti will continue as Chief Financial Officer (CFO). The Group’s Board of Directors is to be chaired by Martin Bisang. At the extraordinary shareholders' meeting scheduled for November 25, 2005, proposals will be submitted to the shareholders calling for Thomas Matter to be appointed Delegate of the Board of Directors and Daniel Schlatter (Bellevue Holding AG) to be appointed a member of the Board. All former Board members are supporting the transaction and have announced their resignations for the extraordinary shareholders’ meeting. Upcoming dates On September 30, 2005, swissfirst AG will pay out the nominal reduction of CHF 0.40 approved at the 2005 shareholders’ meeting as well as the planned dividend (including a special distribution) of CHF 5 per bearer share. The future dividend policy will be adapted according to the new capital requirements. In addition to the publication of swissfirst AG’s figures for the third quarter of 2005, an extraordinary shareholders' meeting is scheduled for November 25, 2005. At that meeting, a proposal will be made to the shareholders calling for a new Board of Directors. Subsequently an investor meeting will take place. swissfirst is an independent financial group listed on SWX Swiss Exchange that specializes in investment banking, private banking and asset management. Its business operations are especially geared toward portfolio management and investment advisory services for private and institutional clients and toward corporate finance business. swissfirst is focused on the Swiss market, Swiss products and Swiss know-how. The employee-owned, independent Bellevue Holding AG, with headquarters in Küsnacht, is divided into two operational business segments: Bank am Bellevue and Bellevue Asset Management. Bank am Bellevue offers equity analysis, brokerage and trade services for Swiss and international institutional investors. In addition, it offers a range of capital market services. Bellevue Asset Management offers services in the areas of financial analysis, marketing and asset management, primarily in the healthcare industry. Key Figures Income swissfirst Bellevue* pro forma** (in mn CHF), not audited 2004 as of 30.6.05 2004 as of 30.6.05 2004 as of 30.6.05 Interest income 11.3 7.7 3.2 1.3 14.5 9.0 Commission income 62.5 31.1 40.4 32.6 102.9 63.7 Trading income 7.1 5.9 1.3 4.5 8.4 10.4 Others 3.0 1.9 0.0 0.0 3.0 1.9 Total income 83.9 46.6 44.9 38.4 128.8 85.0 Personnel expenses -23.9 -11.5 -9.5 -5.5 -33.4 -17.0 Other operating -12.1 -6.8 -8.0 -4.2 -20.1 -11.0 expenses Total expenses -36.0 -18.3 -17.5 -9.7 -53.5 -28.0 Gross operating 47.9 28.3 27.5 28.7 75.4 57.0 Depreciation/ -2.4 -2.2 -0.3 -0.1 -2.7 -2.3 Valuation adjustments Taxes -4.2 -2.3 -4.0 -4.5 -8.2 -6.8 Net profit 41.3 23.8 23.2 24.1 64.5 47.9 (bef. minorities) Minorities -2.9 -1.8 0.0 0.0 -2.9 -1.8 Net profit 38.4 22.0 23.2 24.1 61.6 46.1 (excl. minorities) Others swissfirst Bellevue* added** (in mn CHF), not audited 2004 as of 30.6.05 2004 as of 30.6.05 2004 as of 30.6.05 Asset under 4'894.0 5'350.0 4'403.0 4'681.0 9'297.0 10'031.0 Management Equity 261.7 307.3 90.7 61.5 n/a n/a (incl. minorities) Staff 113 115 49 51 162 166 1) not audited * Bank am Bellevue AG and Bellevue Asset Management AG ** not audited end of announcement euro adhoc 12.09.2005 06:00:00 -------------------------------------------------------------------------------- ots Originaltext: swissfirst AG Im Internet recherchierbar: http://www.presseportal.de Further inquiry note: Contact for media Media office Bellevue group / swissfirst group c/o Richterich & Partner, Christoph Richterich phone +41-(43)-499 50 00 E-mail: christoph.richterich@richterich-partner.ch Contact for analysts Mirko Sangiorgio swissfirst AG phone +41-(44)-204 82 21 E-mail: mirko.sangiorgio@swissfirst.ch Branche: Banking ISIN: CH0003376818 WKN: 929068 Index: SPI Börsen: SWX Swiss Exchange / official market

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