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Bank Degroof and Petercam sign final merger agreement

  • Due diligence successfully completed
  • Long-term family rooted business: more than 70% owned by the historical reference shareholders of the two firms
  • Board of Directors chaired by Alain Philippson and consisting of the Executive Committee, two independent directors and eight members proposed by the reference shareholders
  • Banking license of Bank Degroof preserved in the new entity that will operate under the commercial brand “Bank Degroof Petercam”

Independent leader at the service of its clients

The due diligence phase initiated after the signing of the Memorandum of Understanding on 19 January 2015 was completed successfully. As a result, the reference shareholders of Bank Degroof and Petercam signed a definitive merger agreement on 20 May 2015. By signing, Bank Degroof and Petercam formally engage in creating a leader at the service of its clients. With assets under management of over 50 billion, the new entity becomes the reference independent financial institution in Belgium with a leading position in its three businesses (private banking, institutional asset management and investment banking) and a leading player in Europe.

Structure of the deal

The Merger Agreement provides that the merger will be preceded by transactions in each group in order to align the shareholder base and the activities of the new group.

Bank Degroof will transfer - through a partial demerger - its long-term equity portfolio in a new entity called Degroof Equity. In parallel, the family shareholders of Petercam will constitute a new company called Holding Petercam to which they will contribute their shares and acquire Petercam shares available for sale, bringing their stake in Petercam to approximately 70%.

The combination of the two companies will be effected through a merger involving the transfer of all assets and liabilities of Petercam to the legal entity Bank Degroof, which will allow the new group to maintain its banking license. The merged entity will issue new shares to the shareholders of Petercam based on a valuation of 70% for Bank Degroof and 30% for Petercam.

Immediately after the merger, Bank Degroof ‘s reference shareholders will bring in their shares in the merged entity into a holding company called DSDC.

Governance and Shareholdings

After the merger, the capital ratio Basel III (CET1) of the new group will amount to minimum 15%. The shareholdings will be allocated as follows: ca 50 % DSDC and minimum 20% Holding Petercam. The balance will be held by the former partners of Petercam, the management and staff, the financial partners and by the company itself. A shareholder agreement will be established between DSDC and Holding Petercam.

The board of Bank Degroof Petercam will be composed of seven members of the executive committee, two independent directors, five members proposed by DSDC, and three by Petercam Holding. The board will be chaired by Alain Philippson.

Ambitions of the new group

The teams are jointly working to finalize the organizational model of the future group activities by capitalizing on their complementary services and expertise to strengthen and expand its offering to the clients. The integration and the actual organization of the group will be implemented subject to condition precedents including the approval by the supervisory authorities.

Philippe Masset, chairman of the management board of Bank Degroof: "Bank Degroof Petercam will be distinguished by a unique positioning thanks to the complementarity of its three core activities. The strong family-run engagement and close relationships between shareholders, managers and clients will continue to ensure our accessibility."

Xavier Van Campenhout, chairman of the management board of Petercam: "We have received many positive reactions from our clients since we announced our intention to merge. We look forward to receiving the approval from the authorities, so that we can increasingly deploy our expertise and combined service offering benefit to the benefit of our clients."