PRIVATE BANKING CONSOLIDATION

Financial Services PRIVATE BANKING CONSOLIDATION REALISING VALUE FROM INTEGRATION AUTHORS Philippe Bongrand, Partner, Oliver Wyman Stefan Jaecklin, ...
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Financial Services

PRIVATE BANKING CONSOLIDATION REALISING VALUE FROM INTEGRATION

AUTHORS Philippe Bongrand, Partner, Oliver Wyman Stefan Jaecklin, Partner Oliver Wyman Andrew Salmon, Senior Manager, Oliver Wyman Ray Soudah, Founder, MilleniumAssociates

FOREWORD BY MILLENIUM ASSOCIATES AG1 Private banks are being subjected to potentially life-threatening challenges. Their business model is under attack from governments seeking an end to tax avoidance and regulators who now demand strict compliance with rules covering every aspect of client marketing, sales and service. This has driven up their costs at the same time as the appreciation of the Swiss Franc has reduced revenues billed in foreign currencies. The business environment for Swiss private banks has never been more challenging, and industry’s profitability has declined significantly. As Exhibit 1 shows, although revenues have dropped only slightly since 2006, costs have increased significantly. Typical cost to income ratios have risen from 65% to almost 80%. With the outlook for 2012 and beyond remaining uncertain, private banks are under pressure to restructure their businesses to rebuild profitability. Given these cost pressures, industry consolidation might be expected. And, indeed, some consolidation has happened. The assets under management (AUM) that have changed ownership in recent months represent a record high. Yet these transactions have been driven by one-off factors, and are not seen to be strategic responses to cost or regulatory pressures.

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Strategically motivated M&A is being hampered by an increasingly long list of hurdles to closing a deal. If you define a “real prepared buyer” as a firm willing to overcome the difficulties of acquisition, then their number fell dramatically following the 2008 financial crisis and then still further following the tax attacks on Switzerland by European and US authorities. Acquisition opportunities are not being forgone on account of price; private bank valuations are at record lows. Rather, buyers’ reluctance stems from uncertainty – especially uncertainty associated with “undeclared” client portfolios, whether it concerns regulation, tax or client and advisor retention. No price that might reasonably be offered seems low enough to compensate for the doubts created by these issues. Hence the significance of this Oliver Wyman report. Explaining how to manage the risks of a private bank acquisition, should provide reassurance to potential buyers. M&A in Swiss private banking really does make sense – provided you know how to do it.

MillenniumAssociates is a corporate finance advisory firm which specialises in M&A transactions for the wealth, asset management and private banking industry

Copyright © 2012 Oliver Wyman 3

Exhibit 1: PRIVATE BANKING PROFITABILITY (2006-2012) PROFIT BEFORE TAX PBT INDEXED TO 2006 120

COST-INCOME RATIO % 90

90

80

60

70

30

60

0

50 2006

2007

2008

2009

TOTAL COST INDEXED TO 2006 140

2010

2011

2012

REVENUE INDEXED TO 2006 120

120 90

100 80

60 60 40

30

20 0

0 2006 2007 2008 2009 2010 2011 2012

2006 2007 2008 2009 2010 2011 2012

AUM AUM INDEXED TO 2006 120

YIELD % 120

90

90

Yield/CIR

60

80

2012 analyst consensus

30

70

2011 annualised Q3 data

60

2006-2010 historic data

0 2006 2007 2008 2009 2010 2011 2012

Source: Annual, quarterly and broker reports, Oliver Wyman research

Copyright © 2012 Oliver Wyman 4

INTRODUCTION Private banks have been hit by two setbacks. First the financial crisis hit investment yields and the wealth of many clients. Then anti-banking privacy and tax avoidance measures from US and European governments have kicked them while they are down. Their profits are under serious, potentially life-threatening attack (see Exhibit 1). The resulting devaluation of private banks suggests an obvious response for the stronger players. They can acquire competitors at the current knock-down prices and, through consolidation of fixed resources, reduce unit costs. Of course, many potential targets have poor quality assets. But that should not be a serious deterrent to acquiring them, since it is reflected in their low acquisition cost. The more serious concern about this kind of acquisition-led strategy is its high historic failure rate. Research results vary, but almost all studies show that about 60% of financial service mergers fail to create shareholder value. Oliver Wyman’s research confirms this and shows that returns are typically lower in private banking than in other business lines. Returns from private bank integrations are lower than other sectors probably because private banking poses some unique integration challenges, which are not fully addressed by a standard integration approach. A successful integration needs to address each of the risks below to maximise transaction value. Exhibit 2: OVERVIEW OF DEAL PERFORMANCE FRACTION OF FS INTEGRATIONS “MEETING EXPECTATIONS”

RETURNS BY BUSINESS LINES ROIC % 12 10 8

Successful Not successful

6 4 2 0 EMG MKT RETAIL

CORP WM/AM

IB

Source: Oliver Wyman research

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Exhibit 3: RISKS SPECIFIC TO PRIVATE BANKING INTEGRATION MAIN RISK

KEY SUCCESS FACTORS

ACTIONS REQUIRED

Client defection

Client retention

•• Pro-active client contact and information •• Story with benefits to the clients

RM and key staff defection

Staff retention

•• Financial retention packages •• Non-financial retention packages

Culture clash

Address cultural differences

•• Understand key differences in cultures •• Set the new culture clearly and early

Operational meltdown

Manage operational risk

•• Map and weight all operational risks •• Risk mitigation measures and planning

Slow integration

Set up PMO

•• Manage integration/merger complexity •• Strict and disciplined integration planning

HR and Finance bottleneck

Appropriate support

•• Additional support to HR and Finance •• Proper planning of HR and Finance support in building the new company

Regulatory approval

Management of regulators and regulatory approvals

•• Regular communication with and reporting to regulators

SUCCESS FACTORS FOR A PRIVATE BANKING INTEGRATION Our work on numerous deals shows that there are three critical success factors for private banking integrations that can be mapped to the typical steps in a transaction, as shown below. Exhibit 4: CRITICAL SUCCESS FACTORS FOR INTEGRATION TRANSACTION STEPS PRE-DEAL Strategy formulation

TRANSACTION Candidate evaluation/ due diligence

POST-DEAL Deal execution

Integration planning and design

Integration implementation

Plans frozen

CRITICAL SUCCESS FACTORS BUSINESS LOGIC Need to define the "vision" – then turn this into a detailed strategy used to drive the subsequent deal

PRICE/PREMIUM PAID Need to objectively estimate financial impact and thus pay a reasonable price INTEGRATION PLANNING AND EXECUTION Need to rigorously plan, then execute at speed Source: Oliver Wyman research and interviews

Copyright © 2012 Oliver Wyman 6

BUSINESS LOGIC It is critical to develop a vision for the new bank, then to turn this into a strategy that can drive the integration. The strategy should define the bank’s ambition across the main dimensions of the business as shown below. Exhibit 5: KEY DIMENSIONS OF A PRIVATE BANK’S STRATEGY

1 2 3 4 5 6 7

Geographies

•• Which geographies and markets should we focus on?

Products

•• What should the product portfolio look like considering make vs. buy decisions?

Clients

•• What should be the client servicing model? •• How should we serve the most (and least) profitable client segments?

Infrastructure

•• What are the best platforms for our future IT and operational architecture? •• What services should the support functions of the new bank provide?

Brand

•• How do we merge both banks’ best attributes in a combined brand?

Culture

•• What changes to the culture will be needed to support the business? •• How will we make the transition to one way of working?

People

•• Who are the key people to implement the vision? •• How can headcount be reduced while keeping strong performers?

The strategy should be developed throughout the deal process, alongside integration and financial plans. For example, the strategy might begin by stating that the bank will focus on a limited number of markets in order to meet local requirements and ensure operational cost, risk and complexity remains manageable. During due diligence, data should emerge that helps the bank choose which markets these should be. Then, when planning the integration, market heads should draft a strategy showing how they would exploit opportunities in each market. This ensures that integration strategy and planning work together to drive the business forwards. Without a clear strategy everyone rushes to take decisions, often in the wrong order. For example, IT may waste time asking what mid-level RMs will need from the operating platform before the bank’s country coverage model has been defined. People need a clear and consistent view of the organisation’s direction and strategy to take decisions. Defining the strategy up-front saves time in the long run.

PRICE/PREMIUM PAID The second success factor is to pay the right amount for the acquisition – typically less than the standalone value of the bank plus expected synergies – and then, achieve at least those synergies. Our experience shows that the two drivers here are the level of detail to which management is able to plan and secondly continuity of financial planning. Copyright © 2012 Oliver Wyman 7

Typically an investment bank or other financial advisor conducts initial target valuation and synergy modelling based on top-down, ratio-based assessment of the costs and synergies which might be realised from the deal. Many acquirers then stop work on the financial model and build a new bottom-up financial model some months later during integration. A better approach is to stop changing the valuation model and build a detailed bottom-up model alongside it. Initially the bottom-up model is populated with similar assumptions to the valuation model. But as the deal progresses, assumptions should be replaced with detailed bottom-up plans. The model should cover all moving parts of the deal – such as headcount, synergies, premises moves and integration costs – and display an “integration dashboard” giving an overview of key financials, sensitivities and value creation from the deal. Exhibit 6: EXAMPLE FINANCIAL DASHBOARD – ANONYMISED CLIENT EXAMPLE High level P&l including details of integration impact

2,008 Key figures AuM incl. double counting FTE #PB

2,009

2,010

2011* 2012* 2013* 2014*

10,366,000 11,104,000 9,307,000 7,752,480 7,749,153 8,245,565 8,355,072 263 267 248 228 173 173 173 56 53 49 45 43 43 43

Impact of integration (on profit before tax) Revenue synergies Revenue dissynergies (EAMs) Cost synergies headcount (net) Cost synergies non-headcount** Depreciation of goodwill Integration cost Net impact on profit before tax P&L Operating income Personnel expense General expense Operating profit D&A, EI, Ols Profit before tax Tax Profit after tax

2015* 8,467,488 173 43

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

439 -523 2,437 -515 0 -4,601 -2,763

1,701 -1,695 11,136 899 0 -4,487 7,554

4,428 -1,695 14,502 2,373 0 -1,760 17,847

7,045 -1,695 14,502 2,863 0 -800 21,915

-270 24,752

110,360 55,993 32,401 21,966 9,954 12,012 1,893 10,119

110,883 56,631 29,969 24,283 3,084 21,199 3,026 18,173

105,120 55,078 29,308 20,734 4,308 16,426 3,435 12,991

85,996 52,756 32,456 785 6,662 -5,878 0 -5,878

84,805 44,018 30,655 10,132 6,474 3,658 0 3,658

87,556 40,575 27,320 19,661 5,684 13,977 2,939 11,038

90,938 40,575 26,830 23,532 4,724 18,808 4,702 14,106

0 92,176 40,575 26,830 24,771 4,194 20,576 5,144 15,432

80% 91% 1.1% 213 21% 1,957 1,777 56%

78% 84% 1.0% 212 20% 2,097 1,754 61%

80% 88% 1.1% 222 20% 2,145 1,880 60%

99% 107% 1.1% 231 20% 1,911 2,042 57%

88% 96% 1.1% 255 25% 1,972 1,887 54%

78% 87% 1.1% 235 25% 2,036 1,780 53%

74% 84% 1.1% 235 25% 2,115 1,787 53%

73% 83% 1.1% 235 25% 2,144 1,785 53%

Ratios Operational CIR Total CIR Yield on AuM incl. Double counting Personnel expenses/Total FTEs #PBs/Total FTEs Operating Income /PB Total Cost (incl. Tax)/PB Personnel expenses/Total Cost (incl. Tax)

9,352 -1,695 14,502 2,863

REVENUE SCENARIOS

AUM AND REVENUE STABILIZATION (STOP OF MONEY/OUTFLOW)

Include EAM revenue loss

Yes

Include cost synergies

Yes

Include integration cost

Yes

AUM double counting

Yes

Include depreciation of goodwill

No

YEAR

2012

P&L IN TCHF 120,000 100,000

Summary of 2012 P&L

80,000 60,000 40,000

20,000 0 PERSONNEL EXPENSE

OPERATING INCOME

P&L OVER TIME – OPERATING INCOME SPLIT INTO PROFIT AND EXPENSE

GENERAL EXPENSE

OEPRATING PROFIT

INTEGRATION'S P&L IMPACT ON PROFIT BEFORE TAX 19,000

120,000

Key financial and operational ratios

Switches to select scenarios and year to display

100,000

Integration impact on PBT for 2012

14,000

80,000 9,000 60,000 4,000 40,000 -1,000

20,000

Operating profit General expense

0

Personnel expense 2008

2009

2010

2011

2012

2013

2014

2015

-6,000 OPERATING INCOME

COST SYNERGIES NON-HEADCOUN

REVENUE SYNERGIES

LUGANO

REVENUE DISSYNERGIES (EAMS)

DEPRECIATION OF GOODWILL

INTEGRATION COST

NET IMPACT ON PROFIT BEFORE TAX

VALUE CREATION IN THE DEAL

VALUATION Value target + Synergies NAV Goodwill Value Creation

Table summarising valuation components

TCHF 164,722 121,200 37,553 5,970

180,000 160,000 140,000

Target Profit after Tax target Cash adjustment – depreciation Cash adjustment – operational losses Projected cash flow Safdié Synergies and integration cost Cost synergies Revenue synergies Integration cost TOTAl cash flow Discounted total cash flow

2,011

2,012

2,013

2,014

2,015 TERMINAL VALUE

-6,292 2,829 405 -3,058

-6,885 2,829 405 -3,651

-7,143 2,829 405 -3,909

-7,352 2,829 405 -4,118

-8,421 2,829 405 -5,187

1,922 -84 -4,601 -5,822 -5,822

12,035 6 -4,487 3,903 3,597

16,875 2,733 -1,760 13,938 11,840

17,365 5,350 -800 17,796 13,933

17,365 7,657 -270 19,565 14,117

100,000 80,000 60,000 40,000 20,000 0

176,082 127,057

VALUE TARGET+ SYNERGIES

SENSITIVITY ANALYSIS – DIFFERENCE IN VALUE CREATION BY +/-10% CHANGES -150,000

-100,000

-50,000

0

50,000

100,000

150,000

VALUE CREATION

-10,000 -8,000 -6,000 -4,000 -2,000

2,000

4,000 6,000

8,000 10,000

REVENUE EXCHANGE RATE USD/CHF

EXCHANGE RATE USD/CHF

EXCHANGE RATE EUR/CHF

COST SYNERGIES

COST SYNERGIES

TIMING COST SYNERGIES (+1/-1Y)

-10%

VALUATION MULTIPLE DCF

+10%

EXCHANGE RATE EUR/CHF

GOODWILL

AUM (EXCL. DOUBLE COUNT)

REVENUE

REVENUE SYNERGIES

NAV

INTEGRATION'S P&L IMPACT ON PROFIT BEFORE TAX

AUM (EXCL. DOUBLE COUNT)

Sensivity of value creation to change in deal parameters

Value creation from the deal

120,000

DCF

TIMING COST SYNERGIES (+1/-1Y) REVENUE SYNERGIES

-10% +10%

Sensivity of operating profit to change in deal parameters

DISCOUNTED RATE DCF VALUATION MULTIPLE DCF

INTEGRATION COST INTEGRATION COST DISCOUNT RATE DCF

Copyright © 2012 Oliver Wyman 8

The bottom-up model also needs to improve on the simplifying assumptions typically included in top-down financial models. Work is usually required to accurately model proforma financials, ensure that the scope of the model really matches the scope of the deal (the deal perimeter) and correctly consolidate all the entities involved in the deal. A close working relationship with Finance is required to achieve this. It also ensures that the model can be used by Finance as a starting point for developing budgets to support execution. The original valuation model should not be modified. This ensures clear communication between management and the integration team as the latest integration plans can always be compared with the ingoing deal pricing assumptions to identify and explain variances. If the top-down valuation model is updated, confusion quickly results as there are now multiple versions of the truth. This overall approach ensures that management is always able to actively steer the deal and pro-actively communicate with stakeholders to maximise the likelihood that the business achieves its financial targets.

INTEGRATION PLANNING AND EXECUTION Here the critical factor is having a fully dedicated, experienced integration team. They need to understand private banking and have the right toolkit and approach to plan, control and report the integration. This helps the team build credibility with all functions in the bank and accelerates business progress. Integration planning tools used in other banking or industrial settings are not suitable for private banks. Typically, they are over-engineered and frustrate senior managers. Our planning toolkit minimises paperwork. We focus on defining a clear governance structure, defining the scope for workstreams, then supporting each workstream to develop plans using the tools they are most familiar with. We then move these initial plans into a common format to provide transparency and support reporting. As plans develop we coach workstreams to identify and agree interdependencies with other streams. Once activities begin we measure each workstream’s progress towards outputs, not the progress of tasks they choose to get there. Our reports focus on the main issues blocking integration, rather than providing generalised updates, so that management can take decisions to resolve major issues. The starting point for planning is always to establish a clear integration governance structure. The central team should focus on coaching and guiding the bank’s integration teams rather than doing the work for them. Integration teams need to build their own plans because managers will only deliver against plans they own. Below we give an example of a well-designed integration governance structure. It is simple and involves staff from both organisations.

Copyright © 2012 Oliver Wyman 9

Exhibit 7: EXAMPLE INTEGRATION GOVERNANCE STRUCTURE STEERING COMMITTEE BANK 1

BANK 2

PROJECT MANAGEMENT OFFICE PMO

HEAD OF INTEGRATION

JOINT FUNCTIONAL TASK FORCES

PRIVATE BANKING

PRODUCTS AND SERVICES

IT AND OPERATIONS

LEGAL AND COMPLIANCE

RISK

HUMAN RESOURCE

FINANCE

Member 1

Member 1

Member 1

Member 1

Member 1

Member 1

Member 1

Member 2

Member 2

Member 2

Member 2

Member 2

Member 2

Member 2















TRANSVERSAL TASK FORCE

Small, skilled and experienced integration teams work better than larger teams. There are so many moving parts in an integration that diseconomies of scale begin to kick in if the team becomes large. The corollary of making the team small, however is that it must carefully prioritise its efforts. For example, producing customised reports for different stakeholders should not be a priority. Instead, the team should run a bi-weekly planning and reporting cycle that captures all issues and forces resolution of all minor issues so that the team can focus time on resolving the few issues which can drive value from the deal. The central team also needs to maintain a firm grip on the numbers and work with Finance to create an audit trail from initial top-down financial plans through estimation of synergies to detailed bottom-up integration planning and delivery. Accurate tracking of headcount is important because over half of costs are headcount-driven. HR departments often resist sharing confidential data on staff costs with the PMO, so this issue needs to be quickly resolved. The team should also work with management to prioritise elements of the integration program. No organisation has the resources to maintain business as usual while also driving integration on all fronts, so activities need to be sequenced. Those unfamiliar with private banking tend to under-emphasise the actions needed to retain RMs and clients when the deal is announced. They emphasise core integration activities over those that get people working together and establish a shared culture.

Copyright © 2012 Oliver Wyman 10

PRIORITISING THE INTEGRATION PROGRAM Although all integrations are different, in our experience, every integration of private banks should follow a similar flow. We have thus grouped the critical items within the integration program based on their urgency. We highlight two critical early priorities for the integration and two later priorities, as well as a few ongoing areas to monitor throughout the integration.

EARLY PRIORITIES – TO START AS SOON AS THE DEAL IS ANNOUNCED RETAIN PRIVATE BANKERS BEFORE REORGANISING When a transaction is announced, the priority must be retaining as many private bankers as possible. This can be achieved by communicating and reiterating a positive rationale for the deal and addressing the individual’s issues. Many banks offer financial retention packages, linked to retention of assets over several years. This is effective. But other, simple non-financial mechanisms should not be overlooked, if only because they are cheaper. Exhibit 8: TARGETING FINANCIAL AND NON-FINANCIAL RETENTION ACTIVITIES PROPOSED NEWCO TOP MANAGEMENT TEAM

MANAGERS LIST THOSE WHO NEED TO BE INVOLVED IN INTEGRATION

MANAGERS LIST PEOPLE WHOSE DEPARTURE COULD LEAD TO BUSINESS RISK

CEO WITH SUPPORT FROM HEAD OF HR WORKS OUT HOW TO INCENTIVISE TOP TEAM

MANAGEMENT SEGMENTS LIST ACCORDING TO PREFERRED RETENTION LEVER

HR PROVIDES SUPPORTING HISTORICAL DATA SUCH AS REVIEW SCORES, BONUS, PROGRESSION, SUCCESSION PLANS

RETENTION ACTIVITY COSTED AND APPROVED; ACTIVITY PLAN PER DEPARTMENT/ MANAGER DEVELOPED

FINANCIAL RETENTION

GUARANTEED BONUS

DEFERRED EQUITYLIKE INCENTIVE

Based on integration contribution

NON- FINANCIAL RETENTION

RE-RECRUITMENT DRIVE Pull back known leavers

COMPANY WIDE COMMUNICATION

CEO/SR. MGT BREAKFAST PARTICIPATION

CEO/SR. MGT. PERSONAL MEETING, CALL OR EMAIL

CAREER DEV’T. MEETING WITH LINE MGR/HR

TOWN HALL MEETINGS

PRESS AND PR

COMMUNICATE TO FUTURE LEADERS THAT THEY ARE KEY

FAMILY/SPOUSE EVENTS

INVOLVEMENT IN INTEGRATION INITIATIVES

PUBLIC RECOGNITION OF HIGH PERFORMERS

INTERNAL NEWSLETTERS/ AND EMAILS

Reassurance on current and future position

Less focussed general updates

Copyright © 2012 Oliver Wyman 11

Later during the integration planning process, private bankers should be reorganised, primarily into teams based on the domicile of clients served. This is the one and only opportunity to address the sacred cow of front office headcount. Simple ratio-driven benchmarking quickly highlights the main issues and helps define the difficult choices which must be made. Switching clients between relationship managers is risky and should not be an early priority. However, given increasing regulatory requirements for clear and simple cross-border models, a limited amount of client switching may need to be incorporated into the later stages of the integration process.

AGREE HOW THE NEW CULTURE SHOULD DEVELOP, THEN COMMUNICATE IT Since private banking is a relationship business, institutional culture is more important than in other areas of banking. Oliver Wyman typically uses a combination of workshops and interviews to understand the history of each organisation, and then uses meetings with the senior management team to agree which elements of each culture should be retained. It is always a mistake to discard an acquired bank’s culture altogether. Not only is this perceived as arrogant by staff and clients, but it also fails to recognise the strengths of the bank. Brand can also be regarded as an extended part of the private bank’s culture. Contrary to popular belief, it is not always necessary to use both bank names if the combination of the banks’ cultures is clearly communicated.

LATER PRIORITIES – ONCE THE BUSINESS IS STABILISED CHOOSE ONE TECHNOLOGY AND OPERATIONS PLATFORM The technology and operations platform, to a large extent, determines the potential service offering and operational model of the bank. Following integration, clients typically expect to be able to buy the best products from both banks, pay a single price, receive a single statement and get advice covering all of their holdings. Migrating to a single platform rather than attempting to merge disparate platforms is normally the best approach. Again, an objective review of the strengths and weaknesses of each bank’s platform versus the requirements of the bank’s strategy is required.

MERGE PRODUCTS AND SERVICES BUT SELECT ONE PRICING MODEL Providing better products and services to clients is a key part of any integration story, not just because it improves service to clients, but also because improving the product and service offering supports significant revenue synergies. Our experience suggests that selecting the best products from the organisations being merged works well, whereas merging investment teams does not work.

Copyright © 2012 Oliver Wyman 12

MID-INTEGRATION PITFALLS During integrations, we regularly see the same issues. Some examples are highlighted below: Exhibit 9: TYPICAL MID-INTEGRATION PITFALLS AREA

TYPICAL PITFALL

Planning and governance

•• Attempting to define the details of operational changes before the bank’s overall strategy has been fully defined and communicated •• Integration change requirements developing into a “wish list”, rather than strictly prioritising requirements •• Bottlenecks in Finance and HR, as they become overloaded with operational change plus integration support requests

Engagement

•• Under-investment of time by both Front Office and IT/Operations to understand each other’s requirements and degree of flexibility •• Resistance and push-back from mid-management on integration plans, potentially resulting in delivery delays and watering-down of plans •• Passive rather than active communication with regulators, leading to additional information requests and delayed approvals

Avoiding critical risks

•• Shortcutting analysis of business micro-economics and client response to quickly introduce merged pricing schedules •• Unclear and subjective progress reporting, allowing managers to “game the numbers” •• Over-enthusiastic data sharing, putting the bank’s reputations at risk

CONCLUSION There is pressure from all sides to consolidate the private banking industry. Despite the difficult M&A circumstances, winners will not be the companies who just do the most advantageous deals but those who select their partners carefully, then execute the subsequent integration most effectively. Making acquisitions at amazingly low prices is not enough – companies who fail to integrate effectively tend to lose momentum across both businesses as ongoing integration issues conflict with serving client needs. Oliver Wyman has developed an integration toolkit specifically for wealth managers. We have used it to support many clients through challenging integration processes. We draw upon experienced staff to support the integrations and help clients with strategy formulation, negotiation and other technical aspects of the deal process. We typically work closely with other experts, who have particular expertise in leading private banking transactions.

Copyright © 2012 Oliver Wyman 13

Oliver Wyman is a global leader in management consulting that combines deep industry knowledge with specialized expertise in strategy, operations, risk management, organizational transformation, and leadership development. MilleniumAssociates is headquartered in Switzerland and the United Kingdom and is a leading independent global advisory firm, specialising in Mergers and Acquisitions for a global client base.

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Copyright © 2012 Oliver Wyman All rights reserved. This report may not be reproduced or redistributed, in whole or in part, without the written permission of Oliver Wyman and Oliver Wyman accepts no liability whatsoever for the actions of third parties in this respect. The information and opinions in this report were prepared by Oliver Wyman. This report is not investment advice and should not be relied on for such advice or as a substitute for consultation with professional accountants, tax, legal or financial advisors. Oliver Wyman has made every effort to use reliable, up-to-date and comprehensive information and analysis, but all information is provided without warranty of any kind, express or implied. Oliver Wyman disclaims any responsibility to update the information or conclusions in this report. Oliver Wyman accepts no liability for any loss arising from any action taken or refrained from as a result of information contained in this report or any reports or sources of information referred to herein, or for any consequential, special or similar damages even if advised of the possibility of such damages. The report is not an offer to buy or sell securities or a solicitation of an offer to buy or sell securities. This report may not be sold without the written consent of Oliver Wyman.