Announced on 31 August 2008, a deal that would have seen German
bank Commerzbank acquire full control of European insurer Allianz’s
Dresdner Bank unit in two phases has been radically
Under the original agreement Commerzbank was to have acquired
60.2 percent of Dresdner from Allianz at the beginning of 2009 and
the remaining 39.8 percent in the second half of 2009.
Under the revised deal Commerzbank will now at the beginning of
2009 acquire 100 percent of Dresdner for which it will pay Allianz
€3.215 billion ($4.2 billion) in cash and 163.5 million Commerzbank
shares, the latter equal to an 18.4 percent stake in Commerzbank’s
increased share capital.
For its 60.2 percent stake in Dresdner Allianz was to have
originally received 163.5 million new shares in Commerzbank. At the
time of the deal this valued the Commerzbank shares at €3.4
billion. Since the end of August 2008 Commerzbank’s share price has
lost some two-thirds of its value, leaving the 163.5 million shares
valued at about €980 million.
Another component of the first phase has also been dropped. This
would have seen Commerzbank pay Allianz an additional €2.5 billion
in cash, of which €975 million would have been provided as coverage
for certain asset backed securities and only paid out, if not
needed, by 2018. In exchange for this change, Allianz will receive
a €250 million compensation payment in cash.
In the second phase of the original deal Allianz was to have
sold its remaining 39.8 percent stake in Dresdner in exchange for
Commerzbank shares worth €3.2 billion. Allianz’s target stake in
Commerzbank was at that stage nearly 30 percent and would have made
it by far Commerzbank’s largest shareholder.
Had the deal gone ahead in its original form Commerzbank would
have, in the second phase, had to issue some 530 million new shares
at the current price of about €6 per share and left Allianz with a
total stake of about 49 percent in the bank.
Other aspects of the original deal remain intact.
Specifically, these entail Commerzbank transferring to Allianz
its asset management unit Cominvest (valued at €700 million in the
original deal), a 15-year exclusive sales partnership and Allianz’s
formation of a new wholly-owned bank with its 89 percent-owned unit
Oldenburgische Landesbank (OL) as the main retail banking and
Under terms of the deal 1 million existing Dresdner clients will
be added to OL’s existing client base of 400,000.
Allianz acquired full control of Dresdner for €23.3 billion in