The merger encompasses a "Verschmelzung" of Deutsche Bank AG and Dresdner Bank AG into a new holding company. The valuation of the two banks which is the basis of the exchange ratio in the business combination agreement suggests a relation of between 64% (Deutsche Bank AG) : 36% (Dresdner Bank AG) and 60% (Deutsche Bank AG) : 40% (Dresdner Bank AG). Dr. Rolf-E. Breuer and Bernhard Walter will be Co-CEOs of the new bank. Hilmar Kopper is expected to become Chairman of the Supervisory Board and Dr. Alfons Titzrath further Vice Chairman. The newly created institution will be named "Deutsche Bank AG". It will adopt Dresdner Bank AG's green corporate colour as its corporate colour and will, during a limited period of time, use the subtitle "Deutsche Dresdner Group". Deutsche Bank AG and Dresdner Bank AG will agree upon a new logo. In Germany "Die Beraterbank" will be continued to be used as an addendum to the corporate name.
The new bank will be active in the areas Private Clients, Corporate Clients, Global Corporates & Institutions, Asset Management and Global Technology & Services. A separate division for the management of industrial holdings is planned to be created. In the Private Clients division the new bank will focus on wealthy individuals/Private Banking.
After the "Verschmelzung", the retail activities of both institutions will be merged into Deutsche Bank 24 and Deutsche Bank 24 will go public within the next three years. The management boards of Deutsche Bank AG and Dresdner Bank AG have agreed with the management board of Allianz AG, that Allianz AG will take a minority stake in the retail bank. Moreover, after the merger, Deutsche Bank AG will sell DWS-Group (Germany, Switzerland, Austria, Luxembourg) as well as Finanza & Futuro (70 %) to Allianz AG. Allianz AG also announced its intention to take management control over the insurance activities of Deutsche Bank AG which are combined in Deutscher Herold. Also Allianz AG, Deutsche Bank AG and Dresdner Bank AG will reduce their cross-holdings in an accelerated way.
The merger results in a sustainable improvements of EPS and a significant increase in value of both institutions. The cost synergy potential is estimated to be approximately EUR 2.9bn p.a. and is expected to be fully realised in 2003.
The expected official merger date is 1 July 2000. The respective extraordinary general meetings are expected to take place in November. Additionally, the merger proposal will be submitted to the relevant authorities for approval. The preparations for the integration will start immediately.