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January 13, 2011
Commerzbank enters into agreement on contribution in kind of hybrid equity instruments
NOT FOR DISTRIBUTION IN THE USA
Commerzbank has entered into an agreement with Credit Suisse Securities (Europe) Limited (Credit Suisse) today as a step in its capital management. Under the agreement, Credit Suisse may acquire from investors hybrid equity instruments (Trust Preferred Securities) issued by companies of the Commerzbank Group, in its own name and for its own account, at prices below par and contribute them as a contribution in kind to Commerzbank in exchange for new shares issued from the authorized capital ("genehmigtes Kapital") of Commerzbank.
In this connection, a capital increase by means of a contribution in kind of a maximum of 10% minus one share (equalling a maximum of 118.135291 million shares) of Commerzbank's current subscribed capital using Commerzbank's authorized capital is planned. The necessary resolutions, including the ultimate size of the capital increase, are expected to be adopted by the Board of Managing Directors and the Supervisory Board on January 21, 2011. A syndicate of banks comprising Credit Suisse, Citigroup, Goldman Sachs and UBS will place the new shares to be issued by means of the capital increase in kind with institutional investors beginning today.
The German Financial Market Stabilisation Fund (SoFFin) intends to continue to maintain its equity interest ratio in Commerzbank (25% plus one share) upon completion of the transaction. For this purpose, a corresponding portion of the silent participations held by SoFFin is intended to be converted into shares, using the conditional capital authorized in the 2009 Annual General Meeting of shareholders.
This transaction marks an important step in optimising Commerzbank's capital structure. The transaction will not have any noticeable impact on the Bank's Tier 1 capital ratio, but it will result in an increase of Core Tier 1 capital.
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Regulated market in Berlin, Duesseldorf, Frankfurt (Prime Standard), Hamburg, Hannover, Munich, Stuttgart; EUREX; London, SIX
The International Securities Identification Numbers (ISINs) of further financial instruments issued by Commerzbank AG, and admitted to trading on a domestic organized market or for which such admission has been applied for, are available Commerzbank's Investor Relations website under www.commerzbank.com
This release contains statements concerning the expected future business of Commerzbank, efficiency gains and expected synergies, expected growth prospects and other opportunities for an increase in value of the company as well as expected future net income per share, restructuring costs and other financial developments and information. These forward-looking statements are based on management's current expectations, estimates and projections. They are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from any future results and developments expressed or implied by such forward-looking statements. Commerzbank has no obligation to periodically update or release any revisions to the forward-looking statements contained in this release to reflect events or circumstances after the date of this release.The information contained herein is not for release, publication or distribution in whole or in part in or into the United States. These materials do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.