Van der Moolen strengthens position in worldwide trading with a participating interest in GSFS
Van der Moolen Holding N.V. ("Van der Moolen") and Global Securities
Finance Solutions Holding B.V. ("GSFS") have the intention to integrate
the activities of GSFS in Van der Moolen. Today at the end of business a
letter of intent has been signed.
Van der Moolen will participate
in GSFS AM for 49.9% stake and for 33.3% stake in GSA. According to
expectation all this will have a positive impact on the earnings per
share of Van der Moolen.
In October 2007 Van der Moolen and GSFS entered into a partnership which
turned out to be successful. This has lead to the intention of Van der
Moolen and GSFS to extend this partnership. As a result hereof GSFS
shall have a remaining stake of 50.1% in GSFS AM and of 33.3% in GSA.
The other 33.3% in GSA will remain in the hands of the current
shareholder GT1 Investments, LLC.
The proposed transaction will strengthen Van der Moolen’s current market
position and will offer GSFS access to Van der Moolen’s worldwide
infrastructure. The expectation is that parties will reach final
agreement before the end of this year.
In reaction Richard den Drijver, CEO of Van der Moolen said: "The
partnership that we have entered into with GSFS had turned out to be
successful. The further integration of our activities with GSFS will
strengthen our trading activities and strengthen our position in the
market. We expect that this transaction will already have a positive
impact on our profit in 2009.”
Frank Vogel, CEO of GSFS: "This proposed transaction is a confirmation
of our long term commitment to Van der Moolen. Furthermore, it offers
the possibility for GSFS AM to actively participate in the expansion of
Van der Moolen’s worldwide business activities.”
Payment partly in cash, partly in shares
The purchase price of the participating interests in GSFS AM and GSA in
total amounts to EUR 43.3 million.
EUR 25 million of the purchase price will be paid at the close of the
transaction. Whereof EUR 5 million will be paid in cash and EUR 20
million will be paid in the form of ordinary Van der Moolen shares (with
a maximum of 5 million shares). The payment in shares will for the most
part take place by issuance of ordinary Van der Moolen shares.
The remaining of the purchase price will be paid in cash and in shares
within a period of two years. The amount of cash minimally amounts to
EUR 4.575 million and the shares maximally amount to 2,287,500. The part
of the purchase price in Van der Moolen shares will be bound to a
lock-up of one year.
The intention of the recommendation of Frank Vogel
Further, Van der Moolen intends to recommend to appoint Frank Vogel as a
member to the Executive Board of Van der Moolen. This proposed intention
for recommendation will be presented to the Authority Financial Markets
and the General Meeting of Shareholders meeting of Van der Moolen for
permission. As member of the Executive Board Frank Vogel will lead the
trading activities of Van der Moolen and GSFS AM, with the assignment to
further build up these activities worldwide.
For further information
For further information please contact Investor Relations/Corporate
Communications, telephone +31 (0)20 535 6789.
www.vandermoolen.com
Disclaimer:
This press release contains forward-looking statements within the
meaning of, and which have been made pursuant to, the Private Securities
Litigation Reform Act of 1995. All statements regarding our future
financial condition, results of operations and business strategy, plans
and objectives are forward-looking. Statements containing the words
"anticipate,” "believe,” "intend,” "estimate,” "expect,” "hope,” and
words of similar meaning are forward-looking. In particular, the
following are forward-looking in nature: statements with regard to
strategy and management objectives; pending or potential acquisitions;
pending or potential litigation and government investigations, including
litigation and investigations concerning specialist trading in the U.S.;
future revenue sources; the effects of changes or prospective changes in
the regulation or structure of the securities exchanges on which our
subsidiaries operate; and trends in results, performance, achievements
or conditions in the markets in which we operate. These forward-looking
statements involve risks, uncertainties and other factors, some of which
are beyond our control, which may cause our results, performance,
achievements or conditions in the markets in which we operate to differ,
possibly materially, from those expressed or implied in these
forward-looking statements. We describe certain important factors to
consider in connection with these forward-looking statements under "Key
Information – Risk Factors” and elsewhere in our annual filing with the
U.S. Securities and Exchange Commission on Form 20-F. We caution you not
to place undue reliance on these forward-looking statements, which
reflect our management’s view only as of the date of this Report. We
have no obligation to update these forward-looking statements.
