Exhibit 99.2
CREDIT SUISSE GROUP PROPOSES THE ACQUISITION OF DONALDSON, LUFKIN & JENRETTE
[LOGO]
Dear Shareholders
Together with the publication of its first half 2000 results, which you find in
the enclosed Interim Report, Credit Suisse Group announced the signing of an
agreement with Donaldson, Lufkin & Jenrette for the combination of their
businesses. Credit Suisse Group proposes to you the acquisition of Donaldson,
Lufkin & Jenrette, a leading US-based investment bank and financial services
provider, for a purchase price of USD 11.6 bn (CHF 19.7 bn), or USD 90.0 (CHF
153.0) per Donaldson, Lufkin & Jenrette share. This powerful combination
significantly expands Credit Suisse First Boston's market share in global M&A,
equity and corporate debt. In addition, Credit Suisse Group will expand its
asset management and private banking business in the US, with assets under
management increasing by USD 120 bn (CHF 204 bn) to a total of USD 842 bn (CHF
1,431 bn).
Financial Terms
Credit Suisse Group has agreed to pay USD 90.0 (CHF 153.0) per
Donaldson, Lufkin & Jenrette share or USD 11.6bn (CHF 19.7bn) in total
consideration. French insurer and asset manager AXA, holding
approximately 72% of Donaldson, Lufkin & Jenrette together with its
majority-owned subsidiary AXA Financial Inc., has agreed to sell its
stake to Credit Suisse Group. AXA and AXA Financial Inc. will receive
30% of the consideration in cash and 70% in Credit Suisse Group shares.
On or about 8 September 2000, Credit Suisse Group will commence a cash
tender offer in the US for the approximately 28% held by Donaldson
Lufkin & Jenrette's public shareholders. The board of Donaldson, Lufkin
& Jenrette has voted in favour of the offer.
Overall, the purchase price for Donaldson, Lufkin & Jenrette
is proposed to be paid half in cash and half in newly issued Credit
Suisse Group shares.
Strategic Rationale
Together with Donaldson, Lufkin & Jenrette, Credit Suisse First Boston
enhances its leadership position across all investment banking product
areas. In addition, Credit Suisse Group's asset management and private
banking businesses will be significantly expanded, particularly in the
US.
Donaldson, Lufkin & Jenrette is a leading integrated
investment and merchant bank, serving institutional, corporate,
governmental and private clients. The company employs more than 11,000
people, whereof 83% in the US and the remainder in Europe, Latin
America and Asia. Credit Suisse First Boston employs around 16,000
staff and is currently ranked among the top five investment banks.
Donaldson, Lufkin & Jenrette's strengths in investment banking are
highly complementary to Credit Suisse First Boston's activities.
In addition to its investment banking activities, Donaldson,
Lufkin & Jenrette serves institutional and private high net worth
clients through its financial services franchise, which includes high
net worth asset management and investment services, online broker
DLJDirect and the Pershing state-of-the art transaction processing
capabilities.
Credit Suisse Group's assets under management will increase by
USD 120 bn (CHF 204 bn) to a total of USD 842 bn (CHF 1,431 bn) as at
30 June 2000.
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Other transaction terms
Credit Suisse Group options will be issued to Donaldson, Lufkin & Jenrette
employees in exchange for Donaldson, Lufkin & Jenrette options that they own.
Additionally, Credit Suisse Group will fund a retention plan amounting to USD
1.2 bn (CHF 2.1 bn).
Annual cost savings from the transaction are expected to range between
USD 750 m to USD 1 bn (CHF 1.3 bn) pre-tax by 2002. Credit Suisse Group intends
to take a restructuring charge of approximately USD 850 m (CHF 1.4 bn) in 2000.
The Group expects the transaction to be neutral to cash earnings per share
(before goodwill amortisation) in 2001, neutral to 2002 reported earnings per
share and attractively accretive thereafter.
Extraordinary General Meeting of Shareholders
At an Extraordinary General Meeting of Shareholders, for which you will receive
an invitation in the next few days, Credit Suisse Group will seek your approval
for a capital increase consisting of up to 30 m shares of authorised capital and
up to 12 m shares of conditional capital for completion of the transaction.
Credit Suisse Group intends to keep the number of newly issued shares to a
minimum and to repurchase shares for the purpose of funding the retention plan
and other employee compensation plans.
Furthermore, the Board of Directors of Credit Suisse Group has resolved
that it will propose a share repurchase programme at the next Annual General
Meeting of Shareholders on 1 June 2001.
The transaction is scheduled to close before year-end, possibly as early as
end-October, after customary filings with authorities in Switzerland, the US,
and the European Union.
Upon completion of the transaction, Donaldson, Lufkin & Jenrette will
be integrated into Credit Suisse First Boston. The Pershing operation of
Donaldson, Lufkin & Jenrette will keep its name, while DLJDirect will be
rebranded CSFBDirect and will remain outstanding as a tracking stock. In
addition, Donaldson, Lufkin & Jenrette's two classes of preferred stock will
also remain outstanding.
Joe L. Roby, President and Chief Executive Officer of Donaldson, Lufkin
& Jenrette, will become Chairman of business unit Credit Suisse First Boston.
Allen Wheat will be President and Chief Executive Officer.
This acquisition is consistent with Credit Suisse Group's strategy of
being a global leader in financial intermediation and asset gathering and adds
great value to the Group's core activities.
Yours sincerely,
Lukas Muhlemann,
Chief Executive Officer and
Chairman of the Board of Directors of
Credit Suisse Group Zurich, 31 August 2000
Important Legal Information
Credit Suisse Group and Donaldson, Lufkin & Jenrette, Inc. are under no
obligation to (and expressly disclaim any such obligation to) update or alter
their forward-looking statements whether as a result of new information, future
events or otherwise. The Safe Harbor Provisions are not applicable to the
foregoing communications to the extent that they constitute tender offer
materials and have not been judicially determined to be applicable to such
communications to the extent that they constitute soliciting materials.
Security holders of Donaldson, Lufkin & Jenrette should read the Tender Offer
Statement on Schedule TO filed by Credit Suisse Group when it becomes available
as it will contain important information about the tender offer. Investors can
obtain such Tender Offer Statement on Schedule TO and other filed documents for
free at the SEC's website http://www.sec.gov.
