SBC said it would merge Dillon Read with Warburgs, the British investment bank it bought two years ago, providing the deal was approved by the US Federal Reserve Board. Although the price paid represents around three times Dillon's book value, SBC said it did not believe the acquisition would result in a material dilution of earnings. The Warburgs acquisition in 1995 was struck at one times book value.
Hans de Gier, chairman and chief executive of SBC Warburg, said: "The creation of a strong US-based franchise, centred on advisory and equity financing, will enable us to improve our position in these corporate finance- led international businesses."
The absence of a meaningful presence in the US has been seen as a blind spot for Warburgs that would have to be addressed through an acquisition. The deal follows a previous attempt to gain a US toehold through an agreement to share research with Dean Witter.
Founded in 1832, Dillon Read has 730 employees in its offices in four American cities as well as London, Paris and Tokyo. Last year, the firm was among the leading mergers and acquisitions advisors, having completed 50 deals with an aggregate value of $45bn. The company is also active in the high yield, equity and private placement markets, having completed transactions valued at over $8bn in these markets in 1996.
The terms of the deal were struck quickly after Dillon's management decided to shun ING in order to forge a link with a stronger global player. SBC's offer is understood to have been pitched at a lower level than ING's proposed bid.
Dillon Read was believed to be in talks with other parties even while negotiating with ING. Its partners had an option to buy ING's 25 per cent stake which the Dutch group said it expected them to exercise when talks ended. Dillon's partners are believed to have had the right to buy the stake back at book value, which put them in a strong position to negotiate with other parties.
Analysts said that while the cost of Dillon Read was high, the crucial element of the deal would be the clauses dictating how key personnel would fit in within the new group. The relationship nature of Dillon Read's business will make it important that partners are locked into the merged entity to keep the firm's client base.
For Dillon Read the deal not only means a windfall for the partners, but also the guarantee of not being turned into a niche mergers and acquisitions player without the capitalisation needed to compete with the first-tier players.