13 September, 2009

Germany Bank Mergers & Acquisitions (Dresdner Bank)

Photo: Outside of Germany, investment bank and asset manager Dresdner Kleinwort was perhaps more well-known than its parent Dresdner Bank. Dresdner Kleinwort maintained dual headquarters in London and Frankfurt-am-Main. This was their London head office at 30 Gresham Street in 2007. As of 2009-09-01, the brand Dresdner Kleinwort has ceased to exist.

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Dresdner Bank was taken over by Commerzbank in 2009. All future updates related to Dresdner Bank will be listed under Commerzbank.

Dresdner Bank AG

Dresdner Bank was created in 1872 in Dresden by the conversion of private bank Michael Kaskel (founded in 1771). The bank’s three principal founders Carl Freiherr von Kaskel, Felix Freiherr von Kaskel and Eugen Gutmann were joined by five other private banks to form Dresdner Bank: Allgemeine Deutsche Creditanstalt, Berliner Handels-Gesellschaft, Deutsche Vereinsbank, Deutsche Effekten- und Wechselbank and Anglo-Deutsche Bank.

As Germany underwent rapid industrialization in the last quarter of the 19th century, Dresdner Bank benefited greatly from the prospering economy. Merely one year after its founding in 1872, Dresdner began to expand by acquiring other banks in Saxony. In 1881, a branch was opened in Berlin, whose business quickly exceeded that of Dresden. In 1884, the bank’s registered office was moved to Berlin.

Dresdner Bank acquired Hamburg-based Anglo-Deutsche Bank in 1892. Interestingly, Anglo-Deutsche had been one of the founding investors of Dresdner 20 years earlier. In 1894, Dresdner, along with rival Deutsche Bank and other Swiss and Austrian partners, created the Banca Commerciale Italiana, one of Italy’s first modern commercial banks. In 1895, Dresdner Bank established a branch in London, the financial centre of the world at the time.

During the turn from the 19th into the 20th century, Dresdner financed major electric, railway, manufacturing and petrochemical projects in Germany and around the world. In 1906, the bank joined forces with A. Schaaffhausen’scher Bankverein and National Bank für Deutschland to establish the Deutsch-Südamerikanische Bank (based in Berlin) and the Deutsche Orientbank, expanding operations in Latin America and the Far East.

When World War I broke out in 1914, the bank was forced to close it London branch. Needless to say, the War devastated normal lives and business for all involved. Dresdner Bank experienced years of lackluster growth in the 1920s. Under the peace Treaty of Versailles, Germany was required to pay 132-billion gold marks as reparations to the Allied nations. When terms of the reparations were made public, an outcry erupted in Germany. The early 1920s was a turbulent time for Germany as the infamous hyper-inflation practically made the German mark worthless. The hyper-inflation fuelled a consumption boom, as consumers and businesses alike would rather fully spend the paper money that they received daily, than to hold on to it overnight when it was worth even less the following day. In order to pay the reparations, Germany also borrowed heavily from mainly foreign banks and creditors.

In 1929, the Roaring Twenties came to a sudden halt when the U.S. stock and real estate boom turned into a bust in October, and foreign creditors withdrew their credit to Germany as loan losses mounted. The ensuring loss of confidence and funding source shook the German economy. In May 1931, Austrian bank Credit-Anstalt became insolvent after years of excessive lending and poor management, sending more fears to the German public. Panics led to a run on the German banks during the summer. On 1931-07-13, German banks restricted cash withdrawals to 20% of the requested amount, which only made matters worse. The Reich government finally declared 1931-07-14 and 1931-07-15 as national holidays to stem the run on the banks, and stepped in to bail out the banking sector. In the case of Dresdner Bank, the Reich government took up Reichsmark 300-million of preferred shares to re-capitalize the bank in August. As a result, the Reich directly and directly held 88% of Dresdner Bank.

In 1932, the Reich government merged the Darmstädter und Nationalbank into Dresdner Bank, creating a new entity with 218 branches. Five years later in 1937, Dresdner Bank was re-privatized by the Reich government. Then in 1938, Austria was annexed to the German Reich, and Dresdner Bank’s Austrian unit took over two other Austrian banks to form the Länderbank Wien.

In 1939, German history entered its darkest moment when Adolf Hitler’s Nazi army invaded Poland, setting off World War II. Once again Dresdner Bank’s international operations were terminated. Ironically though, as the Nazis steamrolled over the rest of Europe, the bank either took over or established new banks in occupied Poland, Latvia, Croatia, Greece and Belgium. In 1942, as Germany co-operated with Imperial Japan at the height of World War II, Dresdner participated in creating the Deutsche Bank für Ostasien (“German Bank for East Asia”) to optimize business between Germany and Japan. Not surprisingly, as Germany’s principal lender to industrial enterprises, Dresdner actively participated in financing Germany’s arms industry during World War II.

When the War finally ended in 1945, Germany was split into Western zone (controlled by the American, British and French governments) and the Soviet zone. Dresdner Bank lost its Berlin head office as well as all operations in the Soviet zone, which later became East Germany. As the Allies were determined to ensure all German banks be shrunk to a scale too small to ever finance a national war machine again, the Liquidation Commission in 1947 split up the remaining Dresdner Bank into 11 small area banks: Hamburger Kreditbank, Niederdeutsche Bankgesellschaft, Bremer Bank, Lübecker Bank für Handel und Industrie, Rhein-Ruhr Bank, Rhein-Main Bank, Allgemeine Bankgesellschaft, Süddeutsche Kreditanstalt, Bankanstalt für Wüettemberg und Hohenzollern, Industrie- und Handelsbank, and Bayerische Bank für Handel und Industrie.

However, the 11 area banks proved too small to operate efficiently. In 1952, the 11 area banks were consolidated into three regional banks: Hamburger Kreditbank for the North, Rhein-Ruhr Bank for the West and Rhein-Main Bank for the South. Then in 1957, Dresdner Bank was reborn when the three regional banks combined. The new Dresdner Bank was based in Frankfurt-am-Main, with major administrative offices also in Hamburg and Düsseldorf.

In 1958, Dresdner led a group of investment banks to underwrite shares of consumer goods maker Unilever and electronics firm Philips on the German stock exchanges, marking the first post-World War II issuance of foreign shares within Germany. Throughout the 1960s and 1970s, the bank actively returned to the international scene, opening offices in New York (1965), London (1967), Johannesburg (1968), Singapore (1972), Moscow (1973) and Hong Kong (1979).

In 1968, Dresdner Bank established the German-American Securities Corp., marking the first time a subsidiary of a European bank to be admitted to the American Stock Exchange. In 1971, Dresdner vastly expanded its mortgage business by acquiring a majority shareholding in five German mortgage banks.

The early 1980s was a difficult time for Dresdner and other banks around the world as soaring inflation and slumping economies were combined with a Third World Debt Crisis. Towards the latter half of the decade Dresdner Bank resumed its expansion, particularly in the investment banking, merchant banking and asset management markets.

In August of 1989, what began as Hungary’s allowing its citizens to travel to Austria freely led to demonstrators all over East Germany demanding the same freedom. When it became clear that the protests could no longer be controlled, the East German authorities announced that as of 1989-11-09, East Germans would be free to travel to the West, setting stage for the re-unification of the Germanys in 1990. The former Communist East German central bank’s retail operations were re-organized into the Deutsche Kreditbank. To bolster competition in East Germany, Deutsche Kreditbank formed joint-ventures with both Deutsche Bank and Dresdner Bank. Dresdner’s joint-venture with Deutsche Kreditbank in East Germany was called Dresdner Bank Kreditbank, in which Dresdner had a 49% stake. In 1990, Dresdner Bank returned to its birth place of Dresden for the first time since the end of World War II.

Kleinwort Benson Group plc

Kleinwort, Sons & Co.

Interestingly, both of Kleinwort Benson's predecessors can both be traced to 1786. In that year, Hinrich Kleinwort started a partnership with Otto Mueller in Holstein to finance trade with England. One of his descendants, Alexander Friedrich Kleinwort moved to Cuba in 1838 to join Havana trading concern run by Englishman James Drake. In 1855, Alexander Kleinwort relocated to London and became the dominant partner of the London operations. In 1863, the firm Drake, Kleinwort & Cohen moved to a new office at No. 20 Fenchurch Street. By 1884, Alexander Kleinwort and his sons had gained control of the firm, renaming it Kleinwort, Sons & Co. The company had also shifted its focus from trading to merchant banking and participated in the financing of Japan's first railway, linking Yokohama with Shimbashi. Kleinwort, Sons & Co. became London's largest merchant banks in 1900 in terms of balance sheet. In 1906, Kleinworts won the deal to underwrite the London sales of the floatation of Sears, Roebuck & Co.

However, Kleinworts suffered successive, significant setbacks during World War I, the 1931 German banking crisis, and again in World War II, due to its historic connection with, and exposure to Germany. In each case, however, Kleinwort, Sons & Co. was able to recover and remain a powerhouse in London finance.

Robert Benson, Lonsdale & Co.

In 1786, Robert Benson joined William Rathbone to establish cotton trading firm Rathbone & Benson in Liverpool. In 1852, Robert Benson Junior started his own merchant bank Robert Benson & Son in London. The new firm participated in financing some of America's earliest railways, and also was a pioneer in investment trusts. In 1947, Robert Benson & Co. merged with its client Lonsdale Investment Trust Co. to form Robert Benson, Lonsdale & Co.

In 1958, Robert Benson Lonsdale was part of a syndicate of merchant banks siding with British Aluminium to fight off a hostile takeover bid from Reynolds Metals. After a long and bitter battle, Reynolds Metals, which counted amongst others, S. G. Warburg as its bankers, eventually gained control of British Aluminium. The battle for British Aluminium turned merger and acquisition advisory into a high-profile, high-profit business for the first time.

In 1960, Kleinwort, Sons & Co. merged with Robert Benson, Lonsdale & Co. to form Kleinwort Benson Lonsdale (later simply Kleinwort Benson). Kleinwort Benson in 1984 became the lead-underwriter of the floatation of British Telecom, the first of a series of British crown corporations to be privatized. Later, the underwriter also participated in the privatizations of British Airways and British Gas. In 1986, "Big Bang" eliminated the restrictions on securities underwriters like Kleinwort and stockbrokers, and Kleinwort Benson promptly acquired stockbroker Grieveson Grant. In 1995, shortly after Kleinwort Benson was acquired by Dresdner Bank, the new Dresdner Kleinwort Benson underwrote the DM 20-billion initial public offering of Deutsche Telekom, which marked the first equity investment for many German households.

Recent transaction(s):

  • In 1995, Dresdner Bank AG acquired British investment bank Kleinwort Benson Group plc for USD $1.64 billion. The investment bank division was re-named Dresdner Kleinwort Benson.
  • In 1998, Dresdner Bank's mortgage bank subsidiaries consolidated when Dresdner's Deutsche Hypothekenbank Frankfurt merged with Hypothekenbank (based in Hamburg) and Norddeutsche Hypotheken- und Wechselbank (also based in Hamburg). The new entity was re-named Deutsche Hypothekenbank Frankfurt-Hamburg. Dresdner first acquired a majority holding in the five mortgage banks back in 1971. Of the five mortgage banks, Deutsche Hypotheken had taken over Sächsische Bodencreditanstalt back in 1972, and Pfälzische Hypothekenbank in 1990.
  • In 2000, arch-rivals Deutsche Bank and Dresdner Bank entered into merger talks. But when Deutsche Bank proposed to sell off Dresdner Kleinwort Benson as part of the merger, Dresdner Bank broke off the discussions. Later in 2000, Dresdner Bank and rival Commerzbank also briefly discussed a merger without a conclusion.
  • Late in 2000, Dresdner Bank's Dresdner Kleinwort Benson acquired U.S. investment bank Wasserstein Perella Group Inc. for USD $1.56-billion. Wasserstein Perella was merged into Dresdner Kleinwort Benson, which was renamed Dresdner Kleinwort Wasserstein.
  • In 2001, German insurer Allianz SE bought Dresdner Bank AG for Eur 24.0-billion (USD $21.0-billion). Allianz's purchase of Dresdner Bank was modelled after the Citibank-Travelers combination in the U.S. in 1998. Allianz was hoping to combine its own insurance products with Dresdner's banking services into a financial giant that could cross-sell each other's products. However, like the Citibank-Travelers merger, the Allianz-Dresdner merger also turned out to be costly and disappointing for Allianz’s shareholders.
  • In August 2008, following Eur 3.0-billion (USD $4.4-billion) of write-downs from Dresdner Kleinwort, Allianz decided to sell Dresdner Bank to Commerzbank for Eur 8.8-billion (USD $12.81-billion) in a cash-and-stock transaction. The purchase price consisted of Eur 1.6-billion of cash, Eur 6.5-billion in Commerzbank shares, and the cominvest division valued at Eur 700-million. In addition, Commerzbank promised to make a maximum Eur 975-million payment to Allianz to cover potential future losses from some sub-prime securities that Allianz was ultimately responsible for, bringing the potential total value of the deal to Eur 9.775-billion (USD $14.23-billion).
  • In November 2008, Commerzbank’s agreement to buy Dresdner Bank was revised. Commerzbank had already acquired 60% of Dresdner in August for Eur 1.6-billion in cash, Eur 2.75-billion in stock and the cominvest division valued at Eur 700-million. Instead of issuing another Eur 3.75-billion of stock and insuring Eur 975-million of potential sub-prime losses, Commerzbank immediately acquired the remaining 40% of Dresdner from Allianz for Eur 1.65-billion in cash. The amendment reduced the value of the entire Dresdner Bank acquisition to Eur 6.7-billion (USD $8.93-billion).

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