* Deal values Troika at $1 billion plus earn-out fee
* Founders and South Africa's Standard Bank sell out
* Earnings uplift seen at $200 mln/yr
* Sberbank shares close down 1 pct
(Adds details, quotes)
By Katya Golubkova and David Dolan
MOSCOW/JOHANNESBURG, March 11 (Reuters) - Sberbank SBER03.MM has snapped up Troika Dialog for $1 billion, giving the Russian savings bank dealmaking capacity and strengthening its hand in the country's huge privatisation drive.
In a long-awaited deal state-controlled Sberbank, Russia's largest bank, will buy the 63.6 percent stake in Moscow's oldest brokerage held by a shareholder group led by Chairman and CEO Ruben Vardanyan.
It will pay $372 million to buy out the 36.4 percent stake held by South Africa's Standard Bank (SBKJ.J), which came in as a partner to Troika at the height of the global financial crisis.
The deal will cost $1 billion in cash and include an earn-out fee payable after three years worth $700 million to the shareholders if Troika hits profit targets.
Analysts said the deal signals Sberbank's ambitions to grow and build dealmaking capacity, as Russia embarks on a $30 billion three-year privatisation drive.
"The transaction is positive for Sberbank, which will gain rapid entry into the investment banking business, allowing it to leverage its position as Russia's largest state-controlled bank during the country's planned privatization of state companies in the coming years," analysts at Alfa Bank said in a note.
In a challenge to state-controlled rival VTB, which already has a strong investment banking operation, Sberbank CEO Gref said he wanted the Troika deal to propel Sberbank to a leading market position by 2014. [ID:nLDE71H0J7]
VTB gets about 13 percent of revenue from investment banking, pointing to scope for Sberbank to grow in that area.
Gref, a former economy minister, will take over as the chairman of Troika's board, while Vardanyan will stay on as CEO for three years. Gref forecast the earnings uplift from Troika at $200 million per year over that timeframe.
Troika posted a profit of just $42 million in 2010.
Analysts said that while the deal demonstrates Sberbank's growth ambitions it would not move the financial needle for now, with Troika only accounting for around 2 percent of the bank's forecast 2011 earnings.
Standard Bank said that, in addition to the up-front cash consideration, it would also receive an earn-out fee equivalent to 8 percent in the increase of Troika Dialog's group valuation by the end of 2013.
"We are sad to sell our stake but we look forward to working together cross-border," said Jacko Maree, CEO of Standard Bank, which will be able to book a tidy return on the $300 million it put into Troika in 2009.
Standard Bank is struggling to rein in costs after an aggressive push to become a top emerging markets lender. The bank said this month it would scale back its ambitions and focus primarily on African markets.
Terms will be finalised in the second quarter, with the transaction to be settled in two tranches, Gref said. Completion is expected in the last quarter of 2011.
Sberbank has also been linked to possible takeovers in Turkey, Austria and the former Soviet Union, with former Unicredit CEO Alessandro Profumo advising on potential deals.
Gref described Turkey as "very interesting", but said Sberbank was not in talks to take stakes in state-run lenders Ziraat or Halkbank (HALKB.IS).
Sberbank, with assets of $260 billion and a market value of $75 billion, is slated for further privatisation, with the state expected to offer a stake of 7.6 percent for sale in the second half of 2011. (Writing by Douglas Busvine; Editing by Erica Billingham)