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DBS Bank to acquire minorities' shares in DBS Kwong On Bank Limited

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Acquisition accelerates integration of Hong Kong banking operations

SINGAPORE, APRIL 29, 2002 - DBS Group Holdings Ltd ("DBSH") announced today it has reached agreement with key members of the Leung family and their associates for DBS Bank to acquire all of their shares of DBS Group Holdings (Hong Kong) Ltd. ("DBS HK").

DBS Bank, a wholly owned subsidiary of DBSH, currently holds approximately 87.26% of DBS HK while the remaining 12.74% of DBS HK is held by minority shareholders. DBS HK owns all of the issued share capital of DBS Kwong On Bank Limited ("DKOB").

Under the terms of the Sale Purchase Agreement ("S&P Agreement") signed today, DBS Bank will offer 0.3182 new DBSH shares for every DBS HK share held by the Leungs and their associates, valuing DBS HK at HK$19 per share for an aggregate consideration of HK$903.8 million or S$210.7 million. The purchase price was arrived at on a willing seller, willing buyer basis, after taking into account the net tangible asset value and earnings of DKOB as of, and for the year ended December 31, 2001. 15,135,535 new DBSH shares will be issued at an issue price of S$13.92 per share to pay for the aggregate purchase price under the S&P Agreement, representing approximately 1.04% of the enlarged issued share capital of DBSH. The issue price of the new DBSH shares is derived from the average closing prices of DBSH shares from April 10 to April 23, 2002. DBS Bank would in turn issue new shares to DBSH in consideration of DBSH issuing the new DBSH shares.

The new DBSH shares would rank pari passu in all respects with the existing DBSH ordinary shares as of the date of their issue and would be listed on the Singapore Exchange Securities Trading Limited ("SGX-ST").

The completion of the sale and purchase is subject to the approval of the Monetary Authority of Singapore, the Bermuda Monetary Authority and the SGX-ST.

Upon completion of the S&P Agreement, DBS Bank intends to proceed to compulsorily acquire the remaining DBS HK shares held by the other minority shareholders on substantially the same terms as those agreed with the Leungs and their associates, thus resulting in DBS Bank owning 100% of DKOB.

The proposed buy-out will accelerate the integration of DBS Bank's Hong Kong operations (whether under DBS Bank Hong Kong Branch, Dao Heng Bank Group, DKOB or DBS Vickers) under common management. DBS Bank officials said that the buy-out was a strategic and logical move, and one that the market had anticipated for some time given DBS Bank's commitment to integrate systems, premises and personnel among its operations in Hong Kong to realize greater revenue synergies and cost savings.

Commenting on the Leungs' decision to sell their DBS HK shares to DBS Bank, DBS Group CEO and Chairman of the DKOB Executive Committee Mr Philippe Paillart said, "The Leungs have built an admirable banking operation in Hong Kong. Dr. Ronald Leung, Chairman of DKOB, and Mr. Kenneth Leung, Senior Managing Director and CEO of DKOB, have been instrumental in building this bank as well as in increasing the value of DBS' overall banking franchise in Hong Kong. We are delighted to have them as part of the DBS family and are pleased that they have agreed to stay on in their respective roles in DKOB. We look forward to their continued support of DBS Bank's ambitions to become a major player in the Hong Kong banking market."

DBS Bank officials also reported that the bank is ahead of schedule in harmonizing the different banking operations in Hong Kong. In the first quarter of 2002, HK$147 million of the projected HK$750 million of cost savings and revenue synergies have already been achieved.

Assuming the buy-out was completed on 1 January 2001, on a proforma basis, the buy-out would not have a material effect on the net tangible assets value and earnings of DBSH and its subsidiaries, taken as a whole, as of, and for the year ended, December 31, 2001.

No director or substantial shareholder of DBSH has any interest in the buy-out (other than by reason only of being a Director or shareholder of DBSH).



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