DNB Bank ASA (“DNB”) has entered into an agreement to acquire all the shares of Carnegie Holding AB, from Altor and the minority shareholders for a total consideration of approximately SEK 12 billion (the “Transaction”). The Transaction is subject to approvals from authorities in applicable jurisdictions and is expected to close in the first half of 2025.
Carnegie Holding AB is the parent company of the Carnegie Group (“Carnegie”) – a leading investment bank and asset manager in the Nordics with 850 employees, deriving 56 per cent of its revenue from investment services and 44 per cent from wealth management.
– Through the acquisition of Carnegie, our goal is to provide even better solutions to our clients. We and Carnegie are realizing our joint ambition to build a leading player across the Nordic region in investment banking, securities brokerage and research, corporate banking, private banking and asset management. Carnegie is a perfect fit, in-line with our strategy, and the Transaction marks a step change in increasing the share of fee related income for DNB as a whole, Kjerstin Braathen, CEO of DNB, says.
To reflect the strategic importance of the Transaction, DNB Markets will be globally renamed DNB Carnegie, with both companies’ strong reputations and cultures continuing under the unified brand.
Tony Elofsson, CEO of Carnegie, comments:
-DNB is a perfect partner for us to continue the legacy of Carnegie as part of a larger financial services group. By merging Carnegie and DNB Markets into DNB Carnegie we significantly enhance our ability to serve our clients across the Nordics, expanding the product offering while retaining our entrepreneurial spirit and client-centric focus.
DNB Carnegies’s investment services and private banking operations in Sweden, Denmark and Finland will primarily be managed from Carnegie Investment Bank AB, which will be renamed DNB Carnegie Investment Banking AB and continue under Elofsson’s leadership.
– The Carnegie team is highly committed in continuing our successful journey across the Nordics together with our new colleagues from DNB Markets. Through the extensive preparations leading to the Transaction, and previous joint transactions, we have learnt that the cultural fit is strong, and our complementarities will be of great benefit to our clients and employees, Elofsson continues.
Bridging the Nordics and International Markets
DNB Carnegie aims to form a strengthened position within investment banking, securities brokerage and research across all products and key sectors in the Nordic region, further enhancing the offerings to clients in the Nordics and internationally.
– The Transaction will enhance our scale, resources, and deep sector knowledge, and our global network and offering will enable us to achieve successful outcomes for our clients. We look forward to welcoming Carnegie, Alexander Opstad, Head of DNB Markets, comments.
The businesses are highly complementary both in terms of geography and products, and the
presence in Norway, Sweden, Finland and Denmark, combined with offices in London, New York and Singapore, will enable us to better connect the Nordic and international markets.
-DNB Carnegie will have the capabilities of a large international investment bank with the agility from strong local expertise, local market knowledge and local networks, Opstad says.
Strengthening the offering in wealth management
DNB Wealth Management has a strong position in Norway within asset management, private banking, pensions and savings. Carnegies brand and long track record in this segment, particularly in Sweden and other Nordic markets, will give the combined business new opportunities across the Nordic markets.
-With this transaction we strengthen our pan Nordic wealth management offering and achieve further scale in our operations. Our products, services and distribution channels, which are already among the best in the market, will improve even further through the Transaction, which will benefit our customers. Jointly we will be even better equipped to meet and exceed the expectations of our new and existing customers, Håkon Hansen, Head of DNB Wealth Management, says.
Purchase price and timeline
The purchase price is expected to be approximately SEK 12 billion, payable as cash consideration, subject to certain adjustments and assuming a normalized CET1 level in Carnegie at closing. Any excess capital will be normalized or adjusted for in the final purchase price.
The Transaction is expected to close in the first half of 2025, and closing conditions include regulatory approvals from authorities in applicable jurisdictions. Until regulatory approvals are obtained and closing of the Transaction occurs, the businesses will continue to operate independently.
Key financials and impact on Dal financials
As of 30 September 2024, Carnegie had SEK 436 billion in assets under management in private banking and asset management. For the nine months ended 30 September 2024, Carnegie reported a net income of SEK 535 million and a return on equity of 18 per cent.
Looking ahead, Carnegie is expected to benefit from continued recovery in transaction and market activity, full year consolidation of recently closed wealth management acquisitions, and efficiency gains from completed platform investments and restructuring measures which created non-recurring costs during the reported period. Carnegie’s net income contribution to Dal before synergies and other transaction benefits is expected to be in excess of SEK 1 billion from 2025 onwards, implying an earnings multiple of approximately 12x on the purchase price before synergies.
The Transaction is expected to be accretive to DNB Group and generate a return on invested capital in excess of 15 per cent on a fully integrated basis. The primary value driver of the Transaction is the growth opportunities unlocked by a stronger combined Nordic platform and enhanced client offering which are expected to generate the majority of transaction benefits. The Transaction will lead to some efficiency gains across our combined operations.
At the end of Q2 2024, DNB’s CET 1 ratio was 19.0 per cent, while the regulatory requirement was 15.6 per cent and the FSA’s expectation (including Pillar 2 Guidance) was 16.9 per cent. The Transaction is expected to reduce Dal’s CET 1 ratio with approximately 120 bps and will not negatively impact he distribution policy.
Advisers
DNB Markets and Morgan Stanley & Co. International plc acted as financial advisors and Mannheimer Swartling acted as legal advisor to DNB.
