(London, Paris, 16 May 2002) BNP Paribas Securities Services, a subsidiary of BNP Paribas, the largest Eurozone bank, and leading international financial services company, AMP, today announced that BNP Paribas Securities Services will acquire Cogent, its investment operations business for a sale consideration of approximately euros 363 million (A$ 617 million).
In addition, BNP Paribas Securities Services will replace AMP's obligation in the euros 13 million (A$ 22 million) subordinated loan made available to Cogent.
The transaction will combine the funds services and custodian banking excellence of BNP Paribas Securities Services with the extensive investment operations outsourcing expertise of Cogent.
Up to 28% of the goodwill will be paid 12 months after completion and is variable upon Cogent meeting its agreed revenue targets.
Completion is expected in the third quarter following all requisite regulatory approvals. This acquisition brings BNP Paribas Securities Services, which is already the premier pan-European securities services bank for financial institutions, a significant investment operations outsourcing platform in the UK, which represents a new market for BNP Paribas Securities Services' European Investor Services business. It also provides an additional platform for operations across Australasia.
AMP acquired the asset administration business now known as Cogent as part of its purchase of Henderson in 1998 and has built it into a leading international service provider of investment operations. The business has enjoyed an almost five-fold increase in operating profits after tax over the last three years. As at 31 December 2001, Cogent administered assets of more than euros229 billion (A$389 billion) for over 70 clients.
Vivien Levy-Garboua, Head of Private Banking, Asset Management, Securities Services, Insurance and Real Estate at BNP Paribas said, " I am delighted to announce this acquisition which allows us to become a leading player in the UK, a market in which 30% of financial assets for European investors are held. This acquisition provides the ideal opportunity to strengthen the portfolio of BNP Paribas Securities Services and achieve our aim of providing one stop shopping to our securities services clients."
AMP Chief Executive Officer, Paul Batchelor, said in February 2002 that AMP had instituted a review of Cogent's operations. "Following this review, AMP has concluded that the most value for shareholders and the best outcome for clients and employees would be achieved by the sale of the business", Mr Batchelor said.
The Managing Director of AMP International, Tim Wade, said: " Cogent has been very successful in building a robust business in the fast growing investment operations outsourcing market. After a careful review of AMP's strategic options, however, it was clear that a strong existing industry player would be even better placed to invest in the further growth of Cogent's competitive position. I am pleased that we have found in BNP Paribas an owner and partner with both the reputation and capability to deliver additional value and services for clients. Henderson Global Investors will be one of BNP Paribas' top three clients benefiting from a world class administrative service and an extended product range."
Jacques-Philippe Marson, President and CEO of BNP Paribas Securities Services stated, "The acquisition of Cogent fortifies our already strong position across a European landscape which is rapidly consolidating. By acquiring the largest administrator of UK Investment Trusts and one of the largest administrators of UK Unit Trusts, BNP Paribas Securities Services gains the capability to offer the full range of securities and fund administration services to institutional investors from the UK."
Tony Solway, Managing Director of Cogent said, "The combination of Cogent and BNP Paribas Securities Services presents an exciting opportunity for us to extend and enhance services to clients going forward, building our mutual prospects in the markets we serve. Our stronger position will also enable us to attract and retain the best people in our industry."
BNP Paribas Securities Services
BNP Paribas Securities Services is the premier pan-European securities services bank for financial institutions and holds in excess of 2 trillion Euro in assets under custody and processes over 22 million transactions per annum. BNP Paribas Securities Services offers services in Belgium, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain and Switzerland, the UK and the US, as well as in Turkey through a co-operation Agreement with Garanti Bank.
AMP is a leading international financial services business, providing wealth management products and services to around 8 million customers worldwide. Principal activities include retirement savings, funds management, life insurance, financial planning and banking services. AMP operates in 20 markets around the world with a significant and efficient domestic presence in its three home markets of Australia, New Zealand and the UK. AMP has around 15,000 employees and planners worldwide, manages assets of more than euros 162 billion (A$275 billion) and has a market capitalisation of approximately euros 11 billion (A$19 billion). In the UK, 1 in 10 adults are customers of AMP through its key UK based companies: AMP London Life, AMP Pearl, AMP NPI, Ample, Towry Law, Henderson Global Investors and Cogent.
Cogent is a leader in international investment operations and outsourcing, administering assets in excess of euros 229 billion (A$389 billion as at 31 December 2001) on behalf of more than 70 clients in the UK, Europe and Australasia. Cogent's client base includes investment banks, insurance companies, fund management groups, public sector and corporate funds. Cogent offers clients a total outsourcing solution, covering a comprehensive range of investment products and services - providing support for fund managers, a full range of fund accounting and pricing facilities and complete securities administration and custodian management.
UBS Warburg is acting as financial adviser to AMP. BNP Paribas Securities Services is being advised by BNP Paribas' own finance teams.