Management Board and Supervisory Board of comdirect voice opinion about Commerzbank offer

Maria Nikolova

The Management Board and the Supervisory Board of comdirect believe that the offer price of EUR 11.44 per share is adequate.

The Management Board and the Supervisory Board of comdirect bank today published their Joint Reasoned Statement on the public takeover offer made by Commerzbank to the shareholders of comdirect.

The Management Board and the Supervisory Board believe that the amount of the offer price is adequate. In their respective examinations of the adequateness of the offer price, they took into account the Fairness Opinions rendered by Barclays Bank Ireland PLC Frankfurt Branch, Frankfurt/Main, Germany and Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Munich, Germany. The Offer Price is within the determined value ranges and, hence, is seen to reflect an adequate company value of comdirect at the present time.

The Management Board and the Supervisory Board can comprehend some of the strategic motives of the bidder. However, the Offer Document lacks more detailed statements regarding individual strategy fields and potentials for synergies, so that the Management Board and the Supervisory Board at the present time are not in a position to comprehensively confirm the correctness of the Bidder’s strategic concept. The Management Board and the Supervisory Board regret that the bidder to this date has not made any commitments regarding the preservation of certain locations and structures of comdirect.

The Management Board and the Supervisory Board acknowledge that the Offer provides to short-term oriented comdirect shareholders the opportunity of a quick and safe realisation of value and recommend such comdirect shareholders to accept the offer.

With regard to comdirect shareholders with an interest in a long-term development of comdirect, the Management Board and the Supervisory Board, on the basis of the Offer Document, cannot assess the strategic orientation comdirect will receive together with the Bidder and Commerzbank. For such comdirect Shareholders, the Management Board and the Supervisory Board refrain from giving a recommendation.

Commerzbank already holds approximately 82% of the shares in comdirect. The remaining 18% are in free float. The aim is to merge comdirect into Commerzbank.

Commerzbank is offering comdirect’s shareholders EUR11.44 per share in cash. This corresponds to a 25% premium on the Xetra closing price of the comdirect share on September 19, 2019. The offer period for the acquisition offer runs until December 6, 2019 and the completion is subject to a minimum acceptance threshold of 90% (including the comdirect shares already held by Commerzbank).

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