Acquisition of Company
Standard Chartered PLC
18 September 2007
STANDARD CHARTERED TO ACQUIRE AMERICAN
EXPRESS BANK
ADDING CAPABILITY AND SCALE TO THE FINANCIAL INSTITUTIONS BUSINESS
AND FAST-TRACKING THE PRIVATE BANK
Standard Chartered PLC ('Standard Chartered' or the 'Group') announces that it
has entered into an agreement today to acquire American Express Bank Ltd.
('AEB') from American Express Company ('AXP') for a total cash consideration
equal to the net asset value of AEB at completion plus USD300 million. As at 30
June 2007, this would have amounted to approximately USD860 million (GBP 431
million).
AEB is a leading international bank present in 47 countries, dedicated to
serving financial institutions and high net worth customers through its global
correspondent banking business and its full-service private bank. AEB's global
correspondent banking business services approximately 1,700 banks in over 120
countries and its private bank services over 10,000 customers with total assets
under management of around USD22.5 billion as at 31 December 2006. The
acquisition, which is subject to certain conditions, including regulatory
consents, is expected to be completed in the first quarter of 2008.
STRATEGIC RATIONALE
AEB provides Standard Chartered with an opportunity to add capability, scale and
momentum in the strategically important Financial Institutions and Private Bank
businesses. In particular, the acquisition will:
• Significantly enhance Standard Chartered's Financial Institutions
transaction banking business by bringing both new client relationships and new
capabilities to this key customer segment. This acquisition will double Standard
Chartered's US Dollar clearing business, reinforcing its position among the
leading US Dollar clearers and ranking the Group sixth globally. In addition,
AEB will provide Standard Chartered with a direct Euro and Yen clearing
capability. The introduction of new client relationships will also provide
excellent opportunities to cross-sell Standard Chartered's broad product range.
• Fast-track the development of Standard Chartered's Private Bank. The
acquisition will provide a step change to Standard Chartered's recently launched
Private Bank, adding approximately USD22.5 billion of assets under management
and approximately 120 relationship managers, principally located in Standard
Chartered's existing footprint.
• Further deepen Standard Chartered's existing network and will provide
access to a select number of new growth markets. Additionally, the acquisition
will include valuable branch licences in India and Taiwan subject to regulatory
approvals.
• Create significant synergy potential across business lines with
pre-tax cost savings expected to total well in excess of USD100 million per
annum from 2009 onwards. The business case for the acquisition is conservative
and compelling even before anticipated income synergies.
FINANCIAL RATIONALE
• The total cash consideration of approximately USD860 million (GBP 431
million) represents 14.3 times AEB's annualised 2007 first half profit after tax
and 1.5 times its net asset value as at 30 June 2007.
• It is expected that the acquisition will be accretive to Standard
Chartered's Earnings Per Share in 2009, the first full year of ownership. It is
also expected to generate a double digit Return on Investment in 2009 before the
allocation of integration expenses. Assuming the acquisition had completed on 30
June 2007, Standard Chartered's capital ratios after the transaction would have
remained above the target ranges for both Tier 1 and total capital.
FUNDING
Standard Chartered intends to finance the acquisition from internal cash
resources and its ongoing debt funding programme.
INTEGRATION
The integration is expected to take approximately 24 months to complete. The
majority of planned integration costs will be borne in the first 12 months
following completion of the transaction. The benefits of combining the two
businesses are expected to flow through rapidly, and will significantly enhance
the earnings capacity of the acquired business.
Cost savings will principally be derived from combining IT systems and
back-office operations and support function efficiencies.
In order for Standard Chartered to effect a smooth integration of AEB, it has
been agreed that AXP will continue to provide certain key transitional services
to AEB for a period after completion.
INFORMATION ON AEB
AEB is a wholly-owned subsidiary of AXP. Founded in 1919 and headquartered in
New York, AEB has historically served as AXP's platform for its various
international lending and commercial payments businesses. Today, AEB has
customer relationships in over 120 countries and has an international banking
platform dedicated to serving financial institutions and high net worth clients
through two main businesses, the Financial Institutions Group and Private
Banking. The main businesses included in the acquisition are:
• Financial Institutions Group ('FIG') - A leading global correspondent
bank which provides clearing, payments and trade services to banks. FIG has 14
branches and 37 representative offices employing about 700 people. It serves
approximately 1,700 banks in 120 countries providing strong and integrated US
Dollar, Euro and Yen clearing capabilities.
• Private Banking ('PB') - An established full-service private banking
platform which provides advisory services to high net worth individuals covering
mutual funds, discretionary asset management, deposits, trust and estate
planning, secured lending, FX, and fiduciary services. PB operates across five
continents through seven booking centres, 20 marketing offices, and two trust
companies. PB employs approximately 400 people of whom approximately 120 are
relationship managers, serving more than 10,000 customers. As at 31 December
2006, PB had approximately USD22.5 billion of assets under management.
For the first six months of 2007, AEB, adjusted for excluded assets, generated
profit before tax of USD49 million and profit after tax of USD30 million. For
the 12 months ended 31 December 2006, AEB, on the same basis, generated profit
before tax of USD50 million and profit after tax of USD31 million. For the
equivalent period in 2005, AEB generated profit before tax of USD119 million and
profit after tax of USD78 million.
As at 30 June 2007, the total assets of AEB, adjusted for excluded assets, were
approximately USD15.5 billion and the total risk weighted assets were
approximately USD7 billion. AEB employs approximately 2,300 staff with over 85
per cent in Standard Chartered's existing footprint.
As part of the transaction, Standard Chartered and AXP will enter into a put and
call option under which AXP can sell and Standard Chartered can buy American
Express International Deposit Company ('AEIDC') 18 months after the acquisition
of AEB with the consideration payable to AXP being the net asset value of AEIDC
at the time of exercise of the option. AEIDC is based in the Cayman Islands and
issues short-term, fixed rate certificates of deposit, primarily to AEB
customers.
The acquisition is a discloseable transaction of Standard Chartered under the
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited and a circular containing further details of the acquisition will be
sent to Standard Chartered shareholders as soon as practicable in compliance
with such rules.
To the best of the knowledge, information and belief of Standard Chartered's
Directors, having made all reasonable enquiry, AXP and its ultimate beneficial
owner(s) are third parties, independent of Standard Chartered and connected
persons or related parties of Standard Chartered.
The Directors of Standard Chartered consider the terms of the acquisition to be
fair and reasonable and that the transaction is in the interests of Standard
Chartered PLC and its shareholders as a whole.
Peter Sands, Group Chief Executive of Standard Chartered, said:
'We are delighted to welcome the employees and customers of American Express
Bank into Standard Chartered. The acquisition will add capability and scale to
two of the Group's strategically important businesses. AEB's balance sheet is
highly liquid and its income is predominantly fee-based. This is a transaction
which has compelling strategic and financial logic and is management accretive.'
W. Richard Holmes, Chairman and Chief Executive Officer, American Express Bank
Ltd., said:
'This transaction represents an exciting development for the customers and
employees of American Express Bank. Becoming part of a major global financial
institution whose primary focus is on international banking will afford
attractive expanded opportunities for our business.'
ANALYSTS BRIEFING
There will be a conference call hosted by Peter Sands, Group Chief Executive
commencing 12.30pm London time today. The conference call will be webcast live
on Standard Chartered's website. To access the webcast and the presentation
slides, please follow this link http://investors.standardchartered.com from 12
noon London time today. A recording of the webcast and a podcast will also be
available shortly after the event.
CONTACTS
Investors
Stephen Atkinson Ruth Naderer
Head of Investor Relations Head of Investor
Relations, Asia Pacific
+44 (0)20 7280 7245 + 852 2820 3075
Stephen.Atkinson@uk.standardchartered.com Ruth.Naderer@hk.standardchartered.com
Press
Tim Baxter Rita Liu
Head of External Communications Head of Corporate
Affairs, Hong Kong
+ 44 (0)20 7457 5573 +852 2820 3636
Tim.Baxter@uk.standardchartered.com Rita.Liu@hk.standardchartered.com
Roland Rudd Simon Moyse
Finsbury Finsbury
+ 44 (0)20 7251 3801 + 44 (0)20 7251 3801
roland.rudd@finsbury.com simon.moyse@finsbury.com
Goldman Sachs International is acting as the exclusive financial advisor to the
Company in connection with the acquisition of AEB.
This announcement has been issued by Standard Chartered and is the sole
responsibility of Standard Chartered.
This announcement includes 'forward-looking statements'. All statements other
than statements of historical fact included in this announcement, including,
without limitation, those regarding Standard Chartered's and AEB's financial
position, business strategy, plans and objectives of management for future
operations, are forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of Standard Chartered or AEB, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions
regarding Standard Chartered's or AEB's present and future business strategies
and the environments in which Standard Chartered and AEB will operate in the
future and such assumptions may or may not prove to be correct. There are a
number of factors which could cause actual results, performance of Standard
Chartered or AEB, or industry results to differ materially from those expressed
or implied in forward-looking statements. Among the factors that could cause
actual results, performance of Standard Chartered or AEB, or industry results to
differ materially from those described in the forward-looking statements are
Standard Chartered's ability to successfully combine the business of Standard
Chartered and AEB and to realise expected synergies from that combination,
changes in global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in tax rates and
future business combinations or dispositions. These forward-looking statements
speak only as of the date of this announcement. Standard Chartered expressly
disclaims any obligation (except as required by the rules of the UK Listing
Authority and the London Stock Exchange or the Listing Rules of the Hong Kong
Stock Exchange) or undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any change in Standard
Chartered's expectations with regard thereto or any change in events, conditions
or circumstances on which any such statement is based.
No statement in this announcement is intended to be a profit forecast and no
statement in this announcement should be interpreted to mean that earnings per
share of Standard Chartered for the current or future financial years would
necessarily match or exceed the historical published earnings per share of
Standard Chartered.
Goldman Sachs International, which is authorized and regulated in the United
Kingdom by the Financial Services Authority, is acting for the Company and
no-one else in connection with the acquisition referred to above and will not be
responsible to any person other than the Company for providing the protections
afforded to clients of Goldman Sachs International, or for advising any other
person in relation to such acquisition or any agreement or transaction referred
to in this announcement.
BUSINESS DESCRIPTION
Standard Chartered PLC, listed on both the London Stock Exchange and the Hong
Kong Stock Exchange, ranks among the top 25 companies in the FTSE-100 by market
capitalisation. The London-headquartered group has operated for over 150 years
in some of the world's most dynamic markets, leading the way in Asia, Africa and
the Middle East. Its income and the number of employees have more than doubled
over the last five years primarily as a result of organic growth and
supplemented by acquisitions.
Standard Chartered aspires to be the best international bank in its markets by
being the right partner for its stakeholders and leading by example. The group
now employs over 60,000 people, representing some 100 nationalities, in more
than 1,400 branches located in over 50 countries. The bank generates more than
90 per cent of its profits from Asia, Africa and the Middle East, with balanced
income derived from both Wholesale and Consumer Banking.
The group is committed to building a sustainable business over the long term and
is trusted worldwide for upholding high standards of corporate governance,
social responsibility, environmental protection and employee diversity. For more
information, please visit: www.standardchartered.com
American Express Bank Ltd. is the international banking subsidiary of American
Express Company. Founded in 1919, it provides services to financial
institutions, high net worth individuals and affluent customers through more
than 75 locations in 47 countries.
This information is provided by RNS
The company news service from the London Stock Exchange