* 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 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
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
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)