* Van der Moolen signs letter of intent to acquire 49.9%
stake in GSFS Asset Management B.V. ("GSFS AM") and 33.3% in Global
Securities Arbitrage B.V. ("GSA")
* The purchase price EUR 43.3 million, of which EUR 14.15
million in cash and EUR 29.15 million in Van der Moolen shares
* Payment is spread over three years
* Positive impact on the earnings per share Van der Moolen
expected as of 2009
* The intention to recommend Frank Vogel, CEO of GSFS, as
member of the Executive Board of Van der Moolen
Amsterdam, 21 November 2008 - Van der Moolen Holding N.V. ("Van der
Moolen") and Global Securities Finance Solutions Holding B.V.
("GSFS") have the intention to integrate the activities of GSFS in
Van der Moolen. Today at the end of business a letter of intent has
been signed. Van der Moolen will participate in GSFS AM for 49.9%
stake and for 33.3% stake in GSA. According to expectation all this
will have a positive impact on the earnings per share of Van der
Moolen.
In October 2007 Van der Moolen and GSFS entered into a partnership
which turned out to be successful. This has lead to the intention of
Van der Moolen and GSFS to extend this partnership. As a result
hereof GSFS shall have a remaining stake of 50.1% in GSFS AM and of
33.3% in GSA. The other 33.3% in GSA will remain in the hands of the
current shareholder GT1 Investments, LLC.
The proposed transaction will strengthen Van der Moolen's current
market position and will offer GSFS access to Van der Moolen's
worldwide infrastructure. The expectation is that parties will reach
final agreement before the end of this year.
In reaction Richard den Drijver, CEO of Van der Moolen said: "The
partnership that we have entered into with GSFS had turned out to be
successful. The further integration of our activities with GSFS will
strengthen our trading activities and strengthen our position in the
market. We expect that this transaction will already have a positive
impact on our profit in 2009."
Frank Vogel, CEO of GSFS: "This proposed transaction is a
confirmation of our long term commitment to Van der Moolen.
Furthermore, it offers the possibility for GSFS AM to actively
participate in the expansion of Van der Moolen's worldwide business
activities."
Payment partly in cash, partly in shares
The purchase price of the participating interests in GSFS AM and GSA
in total amounts to EUR 43.3 million.
EUR 25 million of the purchase price will be paid at the close of the
transaction. Whereof EUR 5 million will be paid in cash and EUR 20
million will be paid in the form of ordinary Van der Moolen shares
(with a maximum of 5 million shares). The payment in shares will for
the most part take place by issuance of ordinary Van der Moolen
shares.
The remaining of the purchase price will be paid in cash and in
shares within a period of two years. The amount of cash minimally
amounts to EUR 4.575 million and the shares maximally amount to
2,287,500. The part of the purchase price in Van der Moolen shares
will be bound to a lock-up of one year.
The intention of the recommendation of Frank Vogel
Further, Van der Moolen intends to recommend to appoint Frank Vogel
as a member to the Executive Board of Van der Moolen. This proposed
intention for recommendation will be presented to the Authority
Financial Markets and the General Meeting of Shareholders meeting of
Van der Moolen for permission. As member of the Executive Board Frank
Vogel will lead the trading activities of Van der Moolen and GSFS AM,
with the assignment to further build up these activities worldwide.
For further information
For further information please contact Investor Relations/Corporate
Communications, telephone +31 (0)20 535 6789.
www.vandermoolen.com
Disclaimer:
This press release contains forward-looking statements within the
meaning of, and which have been made pursuant to, the Private
Securities Litigation Reform Act of 1995. All statements regarding
our future financial condition, results of operations and business
strategy, plans and objectives are forward-looking. Statements
containing the words "anticipate," "believe," "intend," "estimate,"
"expect," "hope," and words of similar meaning are forward-looking.
In particular, the following are forward-looking in nature:
statements with regard to strategy and management objectives; pending
or potential acquisitions; pending or potential litigation and
government investigations, including litigation and investigations
concerning specialist trading in the U.S.; future revenue sources;
the effects of changes or prospective changes in the regulation or
structure of the securities exchanges on which our subsidiaries
operate; and trends in results, performance, achievements or
conditions in the markets in which we operate. These forward-looking
statements involve risks, uncertainties and other factors, some of
which are beyond our control, which may cause our results,
performance, achievements or conditions in the markets in which we
operate to differ, possibly materially, from those expressed or
implied in these forward-looking statements. We describe certain
important factors to consider in connection with these
forward-looking statements under "Key Information - Risk Factors" and
elsewhere in our annual filing with the U.S. Securities and Exchange
Commission on Form 20-F. We caution you not to place undue reliance
on these forward-looking statements, which reflect our management's
view only as of the date of this Report. We have no obligation to
update these forward-looking statements.
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
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