SEC Form 20-F - Deutsche Bank Annual Report 2012

Deutsche Bank Notes to the Consolidated Financial Statements F-59
Annual Report 2010 on Form 20-F 04 – Acquisitions and Dispositions
As a result of the acquisition, the Group obtained control over Sal. Oppenheim S.C.A., which subsequently
became a wholly-owned subsidiary of Deutsche Bank. All Sal. Oppenheim Group operations, including all of its
asset and wealth management activities, the investment bank, BHF-BANK Group (“BHF-BANK”), BAS and the
private equity fund of funds business managed in the separate holding Sal. Oppenheim Private Equity Partners
S.A. were transferred to Deutsche Bank. Upon the acquisition, all of the Sal. Oppenheim Group businesses
were integrated into the Group’s Asset and Wealth Management Corporate Division, except that BHF-BANK
and BAS initially became part of the Corporate Investments Group Division. During the second quarter 2010,
BHF-BANK and BAS were also transferred to the Corporate Division Asset and Wealth Management.
The sale of BAS to Bank of New York Mellon was consummated in August 2010. Also, as part of the Sal. Oppenheim
Group, the Group acquired Services Généraux de Gestion S.A. and its subsidiaries, which were on-sold
in the first quarter 2010. Over the course of the year 2010, Sal. Oppenheim Group discontinued most of its
investment banking activities via sale or wind-down. The Equity Trading & Derivatives and Capital Markets
Sales and Research units were acquired by Australia’s Macquarie Group in the second quarter 2010. On
December 23, 2010, Deutsche Bank announced that it had agreed with Liechtenstein’s LGT Group on important
aspects of the sale of BHF-BANK and to conduct exclusive negotiations with LGT Group concerning the
contemplated sale of BHF-BANK. The negotiations to finalize the contractual details are expected to be
completed during the first quarter of 2011. Accordingly, the Group classified BHF-BANK as a disposal group
held for sale as of December 31, 2010. For further information, please also refer to Note 25 “Assets held for
Sale”.
As of the reporting date, the acquisition-date fair value of the total consideration transferred for the Sal. Oppenheim
Group and BAS is € 1,261 million. According to the framework agreement reached with the former shareholders
of Sal. Oppenheim S.C.A., the purchase price might increase by up to € 476 million net payable in
2015, provided that certain risk positions (in particular legal and credit risk) do not materialize through 2015.
As of the reporting date, the fair value estimate of the contingent consideration is zero.