euro adhoc: Swissfirst AG / Mergers - Acquisitions - Takeovers / swissfirst: swissfirst and Bellevue Group to merge (E)

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Disclosure announcement transmitted by euro adhoc.
The issuer is responsible for the content of this announcement.
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12.09.2005

- Merger of swissfirst and Bellevue Group
- swissfirst AG to take over all of Bellevue Holding AG’s operating
business
- The Bellevue Group, i.e. its employees, will acquire up to 50% in
swissfirst AG
- The new group will manage around CHF 10 billion in client funds

swissfirst AG, Zug, listed on the Swiss SWX exchange, and Bellevue Holding AG,
Küsnacht, will merge. Bellevue Holding AG, i.e. its current shareholders, will
acquire a stake of up to 50% in swissfirst AG, with swissfirst AG acquiring
Bellevue Holding’s operating business. The aim of the merger is to bundle the
know-how of the two groups and strengthen the new merged group’s position as an
innovative niche financial service provider in the Swiss capital market. The
combined earnings set a sound basis for profitable growth in the future. The new
group will manage client funds of CHF 10 billion.

Bellevue Holding AG and swissfirst AG will merge their business activities on
January 1, 2006 to create a financial institution with the business segments
Investment Banking, Asset Management and Private Banking. The aim of the merger
is to bundle core competencies and thus successfully address the issue of
consolidation in the banking industry. Both companies have already established
themselves as niche players through professionalism, independence, discretion
and innovative strength. This recipe for success will form the basis for the new
group. An excellent fit in terms of culture and vision, and complementary in
terms of the services and products, the Boards of Directors of the two companies
have decided to face the future together.

Growth through common values, services and products
The focus of the transaction is to grow complimentary businesses with common
values. Swissfirst will merge their Investment Banking business, consisting of
Swiss brokerage, Derivative and Structured products as well as Corporate Finance
into Bank am Bellevue. The Bellevue Group adds a strong brokerage franchise with
both Swiss domestic and foreign institutional clients as well as specialized
financial research. The merger will create a powerhouse in Swiss brokerage. The
two companies will also complement each other in the Asset Management segment.
While swissfirst offers both segregated mandates generating absolute returns as
well as comprehensive solutions for pension funds in the small and medium-sized
company segment, Bellevue Asset Management products, BB Biotech, BB Medtech and
BB Biotech Ventures II, are focused on the healthcare sector.

Given the highly complementary nature of the two company’s business segments no
reductions are planned in the combined workforce encompassing 166 employees. On
the contrary, the new Group will offer its employees a wide range of prospects
in a professional and attractive working environment.

The Merger will be financed through debt and equity
The transaction is based on Bellevue Holding, i.e. its shareholders, acquiring a
share participation of up to 50% in swissfirst AG. At the same time, swissfirst
AG will take over Bellevue Holding’s operating business through the acquisition
of Bank am Bellevue and Bellevue Asset Management. As of September 12, 2005,
the shareholders, i.e. the employees of the Bellevue Group, held 47% of the
swissfirst AG. The transaction volume amounts to approximately CHF 300 million.
The transaction will be financed through both the issuance of 500’000 bearer
shares in the form of conditional capital as well as debt financing. In
addition, a capital increase remains an option. The transaction value assumes
CHF 250 million in Goodwill. An interim financial statement will be provided by
September 30th. The Merger is dependent on approval by the Swiss Banking
Commission.

Efficiency through a lean organizational structure
The Group comprises the business segments of Investment Banking, Asset
Management and Private Banking. Thomas Matter will assume the position of Chief
Executive Officer (CEO). Urs Kaufmann will be responsible for Private Banking,
and Jürg Schäppi will head up the Investment Banking segment. He will be
supported by Gregor Greber, who will assume responsibility for Corporate Finance
within this segment. Mirko Sangiorgio and Stephan Meier will share
responsibility for the Asset Management segment. Daniel Hefti will continue as
Chief Financial Officer (CFO).

The Group’s Board of Directors is to be chaired by Martin Bisang. At the
extraordinary shareholders' meeting scheduled for November 25, 2005, proposals
will be submitted to the shareholders calling for Thomas Matter to be appointed
Delegate of the Board of Directors and Daniel Schlatter (Bellevue Holding AG) to
be appointed a member of the Board. All former Board members are supporting the
transaction and have announced their resignations for the extraordinary
shareholders’ meeting.

Upcoming dates
On September 30, 2005, swissfirst AG will pay out the nominal reduction of CHF
0.40 approved at the 2005 shareholders’ meeting as well as the planned dividend
(including a special distribution) of CHF 5 per bearer share. The future
dividend policy will be adapted according to the new capital requirements. In
addition to the publication of swissfirst AG’s figures for the third quarter of
2005, an extraordinary shareholders' meeting is scheduled for November 25, 2005.
At that meeting, a proposal will be made to the shareholders calling for a new
Board of Directors. Subsequently an investor meeting will take place.

swissfirst is an independent financial group listed on SWX Swiss Exchange that
specializes in investment banking, private banking and asset management. Its
business operations are especially geared toward portfolio management and
investment advisory services for private and institutional clients and toward
corporate finance business. swissfirst is focused on the Swiss market, Swiss
products and Swiss know-how.

The employee-owned, independent Bellevue Holding AG, with headquarters in
Küsnacht, is divided into two operational business segments: Bank am Bellevue
and Bellevue Asset Management. Bank am Bellevue offers equity analysis,
brokerage and trade services for Swiss and international institutional
investors. In addition, it offers a range of capital market services. Bellevue
Asset Management offers services in the areas of financial analysis, marketing
and asset management, primarily in the healthcare industry.

Key Figures

Income        swissfirst                  Bellevue*                 pro forma** 
(in mn CHF), 
not audited    2004   as of 30.6.05   2004   as of 30.6.05   2004  as of 30.6.05
                                                              
Interest income  11.3       7.7        3.2       1.3             14.5        9.0
                                                                   
Commission income  62.5    31.1       40.4      32.6            102.9       63.7
                                                           
Trading income      7.1     5.9        1.3       4.5              8.4       10.4
                                                                  
Others              3.0     1.9        0.0       0.0              3.0        1.9
                                                                         
Total income       83.9    46.6       44.9      38.4            128.8       85.0
                                                                      
Personnel expenses  -23.9  -11.5      -9.5      -5.5            -33.4      -17.0
                                                                         
Other operating   -12.1    -6.8       -8.0      -4.2            -20.1      -11.0
expenses                                                                        
                                                    
Total expenses    -36.0   -18.3      -17.5     -9.7             -53.5      -28.0
                                                                      
Gross operating    47.9    28.3       27.5     28.7              75.4       57.0
                                                                        
Depreciation/      -2.4    -2.2       -0.3     -0.1              -2.7       -2.3
Valuation adjustments                                                           
                                                               
Taxes              -4.2    -2.3       -4.0     -4.5              -8.2       -6.8
                                                                                
                                         
Net profit         41.3    23.8       23.2     24.1              64.5       47.9
 (bef. minorities)    
    
Minorities         -2.9    -1.8        0.0      0.0              -2.9       -1.8

Net profit         38.4    22.0       23.2     24.1              61.6       46.1
 (excl. minorities)                                                             
                                                            
                                                                        
Others        swissfirst                  Bellevue*                 added**     
(in mn CHF), 
not audited  2004  as of 30.6.05     2004  as of 30.6.05    2004  as of 30.6.05
                                                                                
                                         
Asset under 4'894.0    5'350.0        4'403.0   4'681.0     9'297.0    10'031.0
Management                                                                      
                                                      
Equity        261.7      307.3           90.7      61.5        n/a         n/a
(incl. minorities)                                                              
                                                                
Staff           113        115             49        51        162         166
                                                                                
                                         
1) not audited                                                                  
                                         
* Bank am Bellevue AG and Bellevue Asset Management AG                          
                                         
** not audited

Further inquiry note:
Contact for media
Media office Bellevue group / swissfirst group
c/o Richterich & Partner, Christoph Richterich
phone +41-(43)-499 50 00
E-mail: [email protected]

Contact for analysts
Mirko Sangiorgio
swissfirst AG
phone +41-(44)-204 82 21
E-mail: [email protected]

end of announcement euro adhoc 12.09.2005 06:00:00
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emitter: Swissfirst AG
Bahnhofstr. 11
CH-6301 Zug
phone: +41 41 727 0600
FAX: +41 41 727 0608
mail: [email protected]
WWW: http://www.swissfirst.ch
ISIN: CH0003376818
indexes:
stockmarkets:
sector: Banking
language: English

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