26 mai 2010, Stockholm
Scribona acquires Catella
Scribona acquires Catella and creates a strong new European finance group
Press Release Stockholm 26 May 2010
Scribona acquires Catella and creates a strong new European finance group. Renames to Catella
Scribona AB (Ltd.) ("Scribona"), listed on First North, has made a deal to acquire Catella AB ("Catella"), a European finance group that specializes in financial advisory services and asset management.
The total cash amount, including redemption of Catella's debts, amounts to 417 MSEK. Goodwill from the acquisition amounts to approximately 240 MSEK. The acquisition is expected to have a positive effect, already during 2010, on profits per share for Scribona's shareholders.
The merger of Scribona and Catella creates a financially strong, publicly listed European finance group in financial advisory services, asset management and banking.
Once merged, the company intends to change its name to Catella. The new Scribona-Catella group will have 420 employees in 14 countries. Pro-forma equity for the new group totalled 870 MSEK as of 31 March 2010. The new Scribona-Catella group aims to list the company's shares on the main list for Nasdaq OMX Stockholm.
Selling the shares in Catella is Catella's management group, which previously acquired Catella from Catella's former owner Catella Luxembourg S.a.r.l. (undergoing name change) for the same amount now being paid by Scribona. Catella Foundation owns 91 percent of Catella Luxembourg, and Inter IKEA owns 9 percent. As partial payment for the Catella shares, Scribona will offer subscription options with a market value of just under 30 MSEK. The new share issue will be directed to the sellers of shares in Catella, who also form Catella's management group. Parts of the subscription options will then be acquired by an additional 50 leading individuals in Catella. The subscription options have a maturity of between three and six years.
CEO will be Johan Ericsson, former CEO for Catella Financial Advisory.
- Scribona has been searching for exactly what Catella has - a growth business that complements and strengthens our own business. The new Scribona-Catella will form a strong platform for growth and value creation. By providing subscription options to management in the company, we can ensure continuity and stability in operations, which is important for Scribona's shareholders, says Lorenzo Garcia, who is stepping down as CEO for Scribona.
- Our business operations complement each other perfectly. By merging with Scribona, Catella can take an important step towards the growth we see for financial services in the fund market and the property sector. Aside from benefiting from business synergies and the competence Scribona has in its subsidiaries Banque Invik and EETI, Catella will gain a stable and long-term ownership solution. Scribona has been our first choice. With this deal we can continue operating with a strong capital base, and with Catella as our company name. Furthermore, being publicly listed will convey a mark of quality, says Johan Ericsson, CEO for the new group
- We are very satisfied with this deal. The creation of Scribona-Catella is in line with our intentions to give Catella a long-term owner in a financially strong constellation, which secures a positive future for Catella, says Lars Bertmar, a representative for Catella Luxembourg.
Catella is one of the leading advisors in Europe in the areas of property transactions and property financing, with a transaction volume of almost 300 billion SEK during the past three years. Catella also has specialist competence in capital market services and other areas of corporate finance.
In asset management, Catella offers a complete product program covering several types of assets, both for institutions and individuals. In total, the new Scribona-Catella group has approximately 45 billion SEK in assets under management in various funds and financial products. For its corporate customers, the group can offer everything from discretionary service mandates to specialised funds and management services. For individuals, the group offers both fund products and private banking services through its subsidiary Banque Invik.
Banque Invik also runs a profitable debit and credit card business, an area of operations with great potential, corporate finance operations in Sweden and wide range of Corporate & Trust administration.
The intention is now to expand those operations. Catella's various areas of expertise will be used to create new financial products, both for institutions and the private market.
Scribonas Annual General Meeting, the 20th of May 2010, decided to give the Board of Directors the authority to issue 30 000 000 subscription options with the right to subscribe for an equal amount of B-shares in Scribona. Scribona uses this mandate in the acquisition of Catella, which results in a dilution of 26.9 percent of all shares. The issue price has been set in accordance with market rates. The options give the right to buy one B-share for 11 SEK.
On a rolling twelve-month basis, the operating profits of the acquired company Catella are expected to amount to 100 MSEK. The acquisition is expected, already during 2010, to have a positive effect on profits per share for Scribona's shareholders. Several companies within Catella have local part-ownership by executives. This creates common incentives for employees and share holders. In line with this, employees in the Swedish asset management operations will be offered to acquire 30 percent of the shares in Catella Capital at market price.
The new group, Scribona-Catella, aims to be listed on the main list for Nasdaq OMX Stockholm.
Before the sale of Catella, the legal units in the Catella group which have been preoccupied with on going tax issues, have been separated and have therefore not been included in the acquisition.
The customary examination by The Swedish Financial Supervisory Authority, Finansinspektionen, and Bafin, Bundesanstalt für Finanzdienstleistungsaufsicht), will be conducted. The transaction is expected to be completed during September 2010.
For further information:
Lorenzo Garcia, CEO Scribona: + 46(0)73 708 38 88
Johan Ericsson, CEO Catella Financial Advisory, the new CEO of Scribona-Catella: +46 (0) 70 544 00 00
Please visit: www.scribona.se
Scribona is listed on First North and Mangold Fondkommission AB, +46 (0) 8 503 015 50, is the company´s Certified Adviser on First North.