WASHINGTON - Credit Suisse Group's pending deal for the New York brokerage Donaldson, Lufkin & Jenrette Inc. can be terminated by either party if not completed by March 31, according to a filing Friday with the Securities and Exchange Commission.
Neither Credit Suisse, which has bought a 70.63% stake in DLJ through a share purchase agreement with the French insurer Axa, nor DLJ would be liable for a breakup fee, beyond ordinary expenses related to the transaction, if the deal is aborted.
The DLJ deal, which includes a no-solicitation clause, is subject to termination of the waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act and approval under European Commission merger regulation and the banking laws of New York State.
The transaction is expected to close next month.
The Swiss banking company agreed Aug. 30 to merge DLJ into its Credit Suisse First Boston Corp. subsidiary. DLJ's public shareholders would get $90 a share, and Axa and its affiliates would get $5.75 billion of Credit Suisse Group stock, at an exchange ratio of 0.4018 share for each DLJ share, and $2.39 billion of cash, at $90 a share.
The stock purchase does not include various issues of DLJ preferred stock, debt, or the tracking stock of DLJdirect Inc.
DLJ has 127.8 million shares outstanding. As a result of the stock purchase agreement, Credit Suisse beneficially owns 90.4 million DLJ common shares, the company said in an SEC filing.
"The total amount of funds required by Credit Suisse to consummate the purchase of Axa's shares pursuant to the stock purchase agreement and to pay related fees and expenses is estimated to be approximately $2.4 billion, plus legal and certain other expenses," Credit Suisse said in the filing.
As of Aug. 29, Credit Suisse had paid up $3.1 billion of share capital, which the filing said totaled 273.9 million shares.
In addition to the issued and paid-up share capital, Credit Suisse has authorized 11.4 million unissued shares as share capital and 18.7 million as conditional capital, reserved for any option or share plan, bonds, warrants, or other financing-related purposes.
The DLJ deal is expected to give Axa a 9.35% stake in Credit Suisse, with a maximum of 8.59% of voting rights in the financial services group. Axa and its affiliates already hold 0.2% of the voting rights.