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.
Appendix, about the companies
Catella is an independent European finance group specialized in Financial Advisory Services and Asset Management. Catella has about 320 employees in 14 European countries.
The Financial Advisory Services business area has approximately 250 employees in 12 countries. Common features of operations in all markets are the ability to finalise business deals and the endeavour to add value by combining capital market expertise with keen insight into local property markets.
The Asset Management business area is one of Sweden’s leading independent asset managers, as well as being a major player in financial advisory services for high net-worth individuals. Asset Management includes the companies Catella Fondförvaltning and Catella Financial Office. The ultimate goal is to provide favourable, long-term returns for clients.
Catella Property is a leading independent continental European advisor within property transactions, property debt and equity capital market activities. Catella Property Group conducts operations in 14 European countries and has approximately 240 employees.
The company is market dominant in the Nordic region and has a strong position in France. The company has acted as financial advisor in property transactions with an underlying value of about EUR 30 billion over the past three years. The key to success lies in combining investment banking expertise with local property market knowledge and international capacity.
Catella Consumer offers financial advisory services, primarily with respect to Mergers & Acquisitions, for companies active in consumer related industries, such as retail, consumer goods and services. The company has the market leading position in Sweden. The target companies we work on are usually based in the Nordics, while clients could be both domestic and international.
Catella Capital has approximately 50 employees in two offices in Sweden and offers 18 Nordic investment funds, management services and tailor-made portfolios. Clients include institutional investors, pension funds, corporations, banks and high net worth individuals. The Nobel Foundation and the Church of Sweden are examples of two major clients. Assets under management of about EUR 2 billion. During 2009, a Luxembourg based SICAV structure on Nordic share funds for international clients was established. Catella Capital provides international investors a gateway to the Nordic capital markets.
Catella Property Asset Management
Catella Property Asset Management operates through the brand of Amplion in Finland, France, Russia and the Baltic countries. Assets under management amounts to about EUR 1 billion. The company provides independent asset management services to institutional investors and private investment companies. By combining local market knowledge, asset management and real estate development skills with the power to act, Amplion provides investors with a bridge between international capital and the local real estate market.
Catella Real Estate KAG
Catella Real Estate KAG manages five European property funds.Total equity amounts to approximately MEUR 700 (May 2010).Each fund has different focus in terms of both regions and asset classes. Target groups are institutional investors and wealthy private clients.
For more information, please visit www.catella.com
The Scribona Group consists of the Parent Company Scribona AB, Banque Invik SA, European Equity Tranche Income Limited (EETI) and the three subsidiaries in Sweden, Finland and Norway. The subsidiary in Finland is under liquidation. The subsidiary in Norway is dormant. Scribona Nordic AB contains the investments in Banque Invik, EETI and short-term investments.
Scribona acquired Banque Invik S.A., a private bank in Luxembourg, in April 2009. The bank’s core activities are wealth management and card operations. The bank has a branch office in Stockholm that was supplemented with a new corporate finance department in the autumn of 2009.
Banque Invik’s wealth management includes both traditional private banking services and discretionary asset and fund management. The bank offers high net worth individuals, corporations and foundations professional advice for trading in equities, other securities and currencies.
Banque Invik in Luxembourg started in 2001 also a Corporate & Trust segment that provides a wide range of administration and management services.
Bank Invik issues both credit and debit cards, including financing and payment services. The bank is a member of the Visa and MasterCard/Eurocard organizations in Europe and offers a unique range of cardrelated services for credit and debit cards. The bank’s comprehensive selection of products is designed to meet the needs of customer segments from classic to ultra-premium all over Europe. Bank Invik operates through partnerships with banks and other financial institutions, or other businesses with a need for tailored financial solutions, whether for payments or increasing customer loyalty.
European Equity Tranche Income Limited, EETI, was established in Guernsey as a closed investment company in 2006. The company invests in financing of “first loss” positions of residential mortgage-backed securities in the following European countries: Italy, Spain, Portugal, France, the Netherlands, Germany and the United Kingdom. The company’s investment objective is to deliver a stable return to the shareholders by investing in non-investment grade and equity tranche (or ”first loss”) positions in residential mortgagebacked securities (“RMBS”).
For more information, please visit www.scribona.com