As foreshadowed on GC.com, State Street Corporation has announced today that it has signed definitive agreements to acquire substantial parts of Deutsche Bank’s Global Securities Services (GSS) business. Under the terms of the agreement, State Street will pay a purchase price of up to $1.5 billion, subject to adjustments. The purchase price will be paid in cash or a combination of cash and stock. Each company’s Board of Directors has approved the transaction by unanimous vote.
State Street is acquiring Deutsche Bank’s global custody business with assets under custody of approximately €2.2 trillion, fund administration services, Depotbank services (subject to regulatory approval), securities lending, performance measurement (including WM Company), benefit payments businesses, and U.K. and U.S.-based domestic custody and securities clearing. Deutsche Bank’s global securities services business is a leading provider of investment services in Europe and a leading provider of Depotbank services in Germany, Italy, Austria and Luxembourg. At the time of closing, State Street will also assume approximately 3,200 employees worldwide, and operations in New York, Nashville, London, Frankfurt, Dublin, Edinburgh and Singapore.
As expected, Deutsche Bank will retain its sub-custody network in Europe, Latin America and Asia. Deutsche Bank will be State Street’s preferred sub-custodian in selected markets.
Deutsche’s global securities services business serves a large base of investment managers, private and public pension funds and insurance companies in 92 markets. For 2002, the acquired business is expected to have revenues of approximately €700 million.
The acquisition strengthens State Street’s position as a leader in global investment services and creates significant economies of scale. State Street is a leading global servicer of public and private pension funds and collective investments, and a global leader in providing securities lending services.
As part of the agreement, State Street will provide global investment services to Deutsche Asset Management (DeAM). Under the long-term agreement, State Street will provide, subject to regulatory approval and DeAM’s fiduciary requirements, custody, fund administration and global securities lending with the potential to expand the mandate to DeAM’s investment management affiliates.
“This acquisition supports our strategy to expand State Street’s scope and scale as the premier partner serving the needs of sophisticated global investors,” says David A. Spina, chairman and chief executive officer of State Street. “We gain important strategic benefits, including a broadened client base around the world to whom we can offer State Street’s high value services. We will also realize economies of scale across our combined operations. This is a unique opportunity to generate long-term value for our stockholders, clients and employees.”
Adds Ronald E. Logue, president and chief operating officer of State Street: “This is an important milestone in our continuing efforts to build on our global platform and leadership in our core markets. Deutsche Bank’s depth of talent, first-rate products and services and strong franchises, particularly in Europe and Asia, will all serve to deepen our relationships with existing and potential clients who want a global partner who can provide a full range of front-, middle- and back-office products and services efficiently and cost effectively. Along with the Deutsche Bank business, our new mandate to service the majority of Deutsche Asset Management’s assets under a long-term contract is a particularly attractive part of this agreement.”
Noting State Street’s strong track record in acquiring and integrating complex investment servicing operations, Logue said, “We have selected a team of experienced professionals to design and execute a swift and seamless integration. We expect to start the transition immediately after closing. As part of our unique client-centric focus, our priority is to provide the highest levels of service throughout the integration.”
Under the terms of the agreement, State Street will pay Deutsche Bank an initial payment of approximately $1.2 billion at closing. This amount may be reduced depending on the acquired business’s run rate revenues at closing and certain other factors. State Street has also agreed to make subsequent payments to Deutsche up to an estimated €300 million, based upon the performance of the acquired business post-closing, including adjustments related to revenues generated from the acquired business.
The majority of the payment will be financed using existing resources. State Street will finance approximately $500 million of the purchase price either by issuing equity or equity-related securities to the public, or by issuing State Street stock directly to Deutsche Bank.
Excluding transaction charges associated with the acquisition, the transaction is expected to be dilutive by approximately $0.01 to $0.03 to State Street’s earnings per share in 2003, and accretive by $0.01 – $0.03 to State Street’s earnings per share in 2004. State Street anticipates pre-tax cost savings of approximately $125-150 million in the first full year after the close. State Street expects to record $90-$110 million of pre-tax restructuring costs associated with the conversion in 2003. The transaction is subject to customary U.S., European and certain country-specific regulatory approvals and is expected to close within the next four months.
“Our divestiture of these businesses to State Street is another important step in the implementation of Deutsche Bank’s strategy to focus on core competencies,” said Jrgen Fitschen, member of the group executive committee of Deutsche Bank. “Given State Street’s commitment to growing their investment services business, their focus on innovative client service and extensive global products, we believe that our Global Securities Services clients, our own asset management business and our GSS staff will benefit from our agreements. We look forward to working closely with State Street to ensure a smooth transition.”