On 14 January 2009, Deutsche Bank AG and Deutsche Post AG announced an adjustment to the structure of the Postbank share-acquisition contract. Deutsche Bank AG and Deutsche Post AG 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. Under this new contractual structure, Deutsche Post AG received the proceeds of the whole transaction on the day of closing (25 February 2009) and thus far earlier than originally agreed. The cash value of the transaction is €4.9 billion.
As a first step, Deutsche Bank acquires 50 million Postbank shares – a stake of 22.9% – in a non-cash capital increase. Upon entry of the capital increase in the commercial register, Deutsche Post acquires a shareholding of approximately 8% in Deutsche Bank. Deutsche Post can dispose over half of this holding from the end of April. 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. A certain amount of hedging has been carried out for the interim.
At the same time, Deutsche Bank fully underwrote, in a second tranche, 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% accrued interest per year. The cash value of the bonds at the time of the closing is €2.6 billion.
Put and call options remain in place for the remaining 26.4 million shares (or 12.1%). A cash collateral is paid for the options amounting to the cash value of €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 collateralisation of the put option and the subscription to the mandatory exchangeable bonds, Deutsche Post receives €4.2 billion in direct liquid finds, of which €3.1 billion were received by Deutsche Post on 2 January 2009 and a further €1.1 billion on 25 February 2009.