DGAP-Adhoc: Deutsche Bank and Deutsche Post adjust structure of Postbank contract

 | Source: EQS Group AG EQS Group AG 

Deutsche Bank AG / Miscellaneous

14.01.2009 

Release of a Adhoc News, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------

Bonn / Frankfurt am Main – Deutsche Bank AG (XETRA:
DBKGn.DE / NYSE: DB) and Deutsche Post AG have agreed on an improved
transaction structure for Deutsche Bank’s acquisition of Deutsche Postbank
AG shares based on the previous purchase price. The contract now comprises
three tranches, enabling Deutsche Bank to complete the acquisition in a
more capital-efficient manner. In return, Deutsche Post will receive the
proceeds of the whole transaction on the day of the closing and thus three
years earlier than expected. Both parties expect the transaction to close
by 27 February 2009 at the latest, subject to the approval of the antitrust
authorities. The cash value of the transaction is EUR 4.9 billion.

As a first step, Deutsche Bank plans to acquire 50 million Postbank shares
– corresponding to a stake of 22.9% – in a non-cash capital increase of EUR
1.1 billion excluding subscription rights. As a result, Deutsche Post will
acquire a shareholding of approximately 8% in Deutsche Bank. Deutsche Post
can dispose over half of this holding from the end of April 2009, the other
half may be disposed of from mid-June. It has been agreed that mechanisms
designed to avoid market disturbances will be applied to any such sales.
During the interim a certain amount of hedging is permissible, and some
measures are planned.

At the same time, Deutsche Bank will underwrite mandatory exchangeable
bonds issued by Deutsche Post. After three years, these bonds – including
interest payments accrued - will be exchanged for 60 million Postbank
shares, or a 27.4% stake. The bonds are zero-coupon bonds with a 4 percent
accrued interest per year. The cash value of the bonds at the time of the
closing is anticipated to be approximately EUR 2.7 billion.

Put and call options remain in place for the remaining 26.4 million shares
(or 12.1%). Deutsche Bank will pay a cash collateral for the options
amounting to the cash value of EUR 1.1 billion at the time of the closing.
The exercise periods are now set between the 36th and 48th month after
closing.

Through the collateralization of the put option and the subscription to the
mandatory exchangeable bonds, Deutsche Post will receive approximately EUR
3.8 billion in direct liquid funds, of which EUR 3.1 billion were received
by Deutsche Post on 2 January 2009.

Upon closing of the new structure Deutsche Bank´s Tier 1 capital
consumption will be reduced to EUR 1.0 billion versus EUR 2.2 billion under
the previous structure.

The value for each tranche of the transaction may be adjusted before
closing.
DGAP 14.01.2009 
---------------------------------------------------------------------------
Language:     English
Issuer:       Deutsche Bank AG
              Theodor-Heuss-Allee 70
              60486 Frankfurt a. M.
              Deutschland
Phone:        +49 (0)69 910-00
Fax:          +49 (0)69 910-38 591
E-mail:       Deutsche.Bank@db.com
Internet:     www.deutsche-bank.de
ISIN:         DE0005140008
WKN:          514000
Indices:      DAX, EURO STOXX 50
Listed:       Regulierter Markt in Berlin, Frankfurt (Prime Standard),
              Hannover, Düsseldorf, Stuttgart, München, Hamburg;
              Terminbörse EUREX; Foreign Exchange(s) NYSE
End of News                                     DGAP News-Service
---------------------------------------------------------------------------
GlobeNewswire