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EXHIBIT 99.2
ROYAL BANK OF CANADA ACQUIRES DAIN RAUSCHER CORPORATION
NEW U.S. AFFILIATE WILL BE RENAMED RBC DAIN RAUSCHER WESSELS
MINNEAPOLIS/TORONTO: SEPTEMBER 28, 2000 - Royal Bank of Canada (TSE, NYSE: RY)
and Dain Rauscher Corporation (NYSE: DRC) today announced they have signed a
definitive merger agreement by which Royal Bank will acquire Dain Rauscher. The
transaction will provide Royal Bank with established U.S. capabilities in
full-service retail brokerage and investment banking, and will give the newly
named RBC Dain Rauscher Wessels greater critical mass and a solid platform for
future growth.
As a result of the merger, each share of Dain Rauscher common stock will convert
into the right to receive US$95.00 in cash. The transaction is valued at
US$1.456 billion. The merger, which is subject to regulatory approval, approval
from the stockholders of Dain Rauscher and other customary closing conditions,
is expected to be completed by the end of the year.
In connection with the merger agreement, Dain Rauscher has granted Royal Bank a
customary option to purchase 19.9 per cent of its outstanding common stock under
limited circumstances.
"This transaction is consistent with our continuing strategy of targeted
acquisitions in the U.S. market," said John Cleghorn, chairman and chief
executive officer of Royal Bank of Canada. "Dain Rauscher will provide our
global wealth management business with an established U.S. presence. It will
also give our corporate and investment banking business a stronger origination
and distribution capability, particularly in the technology, energy and health
care sectors. The firm has a solid reputation and an excellent management team
and provides a platform for further growth," said Cleghorn.
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"We are pleased to be joining forces with Royal Bank of Canada, a premier
financial services organization which shares our goal of creating a separately
managed growth platform in the United States for wealth management and global
capital markets," said Irving Weiser, chairman, president and chief executive
officer of Dain Rauscher Corporation. "Today's announcement is but the first
step in our journey to pursue these mutual goals."
Weiser praised the merger as "an excellent fit both strategically and
culturally." He added, "Both Dain Rauscher and RBC share a passion for client
service, a strong commitment to employees and a tradition of providing
leadership in our communities."
As part of the transaction, Dain Rauscher will be renamed RBC Dain Rauscher
Wessels.
Weiser becomes chairman and chief executive officer of RBC Dain Rauscher Wessels
and will join Royal Bank of Canada's group management committee, which sets the
strategic direction of Royal Bank Financial Group. He will also run the bank's
wealth management business in the U.S. and Dain Rauscher's fixed income business
as well as all staff functions.
Peter Grant currently head of Dain Rauscher's equity capital markets business,
will become president and chief operating officer of the Equity Capital Markets
Division of RBC Dain Rauscher Wessels. He will be responsible for the
organization's growth in the equity capital markets arena, both in the U.S. and
Europe. The equity capital markets business will operate under the Royal Bank's
corporate and investment banking unit.
The acquisition creates a strong North American wealth management platform with
a combined sales force of nearly 2,600 investment advisors and a network of 215
branches.
"Dain Rauscher provides a solid wealth management presence in the U.S., a
recognized brand name and a proven management team," said Reay Mackay,
vice-chairman, Royal Bank of Canada and head of its global wealth management
business, Royal Investment Services. "Its retail brokerage operation is a
critical step in building a strong wealth management platform, a key element of
our global strategy."
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"Partnering with Dain Rauscher will enable us to move more rapidly in our
development of a unique global investment bank with impeccable North American
credentials," said Gordon Nixon, deputy chairman and chief executive officer of
RBC Dominion Securities and head of the bank's corporate and investment banking
arm. "The firm's culture and its equity capital markets businesses fit extremely
well with the strategy we are pursuing in the U.S and enhance our ability to
deliver a full range of high value financial solutions to clients, particularly
in those industry sectors where we have a seamless global capability."
Royal Bank Financial Group's U.S. activities currently include corporate and
investment banking operations in Boston, Chicago, Houston and New York; discount
brokerage in New York (Bull & Bear); Internet banking in Atlanta (Security First
Network Bank); mortgage origination in Chicago (Prism Financial) and private
banking units in New York and Miami.
In June 2000, Royal Bank announced its intention to acquire the insurance
businesses of The Liberty Corporation of Greenville, SC. The transaction is
expected to close this quarter.
With approximately 1,200 private client and institutional investment executives
and more than 90 branches in 27 states, Dain Rauscher has a significant U.S.
distribution capability and a retail client base of 250,000 households
representing assets under administration of US$69 billion. In addition, Dain
Rauscher provides correspondent clearing services for over 2,000 correspondent
Investment Executives. Its equity capital markets unit was the number one
underwriter in 1999 for both network technology and energy issues. The firm was
an underwriter in 96 public equity offerings and five private placements in
1999, which raised US$14.1 billion. It is the largest municipal bond underwriter
of any regional securities dealer in the U.S., and ranks among the top 10
dealers nationally.
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ABOUT DAIN RAUSCHER CORPORATION
Dain Rauscher Corporation is one of the largest regional full-service securities
firms in the U.S. with 1,200 private client and institutional investment
executives, 3,800 employees and 1999 revenues of more than US$940 million.
Founded in 1909, the Minneapolis-based firm serves individual investors
predominantly in the western half of the United States, and capital markets and
correspondent clients in select markets throughout the world. The company's
broker-dealer, Dain Rauscher Wessels, is a member of the New York Stock Exchange
and other major securities exchanges in the United States. Further information
about the company can be obtained by visiting www.dainrauscher.com.
ABOUT ROYAL BANK OF CANADA
Royal Bank of Canada (RY) is a diversified global financial services group and a
leading provider of personal and commercial banking, investment and trust
services, insurance, corporate and investment banking, on-line banking and
transaction-based services including custody. The group's main businesses
include Royal Bank, RBC Dominion Securities, Royal Investment Services, RBC
Insurance and Global Integrated Solutions.
The group employs 49,000 people who serve 10 million personal, business and
public sector customers in 30 countries. For more information visit
www.royalbank.com.
SAFE HARBOR
This news release includes forward-looking statements that are subject to
certain risks and uncertainties. Actual results may differ materially from the
results contemplated in these forward looking statements. Statements regarding
the expected date of completion of the transaction are subject to
forward-looking statements, the risk that closing conditions will not be
satisfied, that regulatory approvals will not be obtained or that the
shareholders of Dain Rauscher will not approve the merger. Statements regarding
the expected benefits of the transaction are subject to the following risks:
that expected benefits will not be achieved; that revenues following the
acquisition will be lower than expected; that the businesses will not be
integrated successfully; that merger costs will be greater than expected; the
inability to identify, develop and achieve success for new products and
services; increased competition and its effect on the combined Company; the
general economic conditions, either internationally, nationally or in the states
in which the combined companies will be doing business, will be less favorable
than expected; the general risks associated with the companies' business; and
that legislation or regulatory changes adversely affect the businesses in which
the combined companies would be engaged.
Dain Rauscher will be filing a proxy statement and other relevant documents
concerning the merger with the SEC. WE URGE INVESTORS TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED THE SEC, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents
free of charge at the SEC's website, www.sec.gov. In addition, documents filed
with the SEC by Dain Rauscher will be available free of charge from Investor
Relations.
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Dain Rauscher and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Dain
Rauscher in favor of the merger. The directors and executive officers of Dain
Rauscher include the following: J.C. Appel, J.E. Attwell, S.S. Boren, F.G.
Fitz-Gerald, P.M. Grant, W.F. Mondale, D.J. Parrin, P.H. Phillippe, C.A.
Rundell, Jr., R.L. Ryan, A. R. Schulze, Jr., C.J. Smith , R.A. Tschetter,
I. Weiser and K.J. Wessels. Collectively, as of March 2, 2000, the directors and
executive officers of Dain Rauscher beneficially owned approximately 8.9% of the
outstanding shares of Dain Rauscher common stock. Stockholders of Dain Rauscher
may obtain additional information regarding the interests of such participants
by reading the proxy statement when it becomes available.
MEDIA CONTACTS:
Toronto Jeff Keay 416 974-5506 Royal Bank of Canada
New York Eric Starkman 212 461-2226 Starkman & Associates
Minneapolis Dan Callahan 612 313-1234 Dain Rauscher
CONFERENCE CALLS:
Royal Bank of Canada and Dain Rauscher invite interested investors to listen to
their respective telephone conference calls with analysts and institutional
investors. The RBC call will take place at 10 a.m. EDT (9 a.m. CDT) and the Dain
Rauscher analyst call will take place at noon EDT (11 a.m. CDT), September 28,
2000. They will be accessible live via the Internet and archived on both the
Internet and telephone. A media teleconference will commence at 11 a.m. EDT (10
a.m. CDT).
CONFERENCE CALL ACCESS:
ROYAL BANK ANALYSTS' CALL - 10 A.M. EDT (9 A.M. CDT)
CONFERENCE CALL ACCESS: (416) 620-2414 (NO PASSWORD)
POSTVIEW:
Internet: WWW.ROYALBANK.COM/INVESTORRELATION/CONFERENCE.HTML
Telephone 416 626-4100 [password -16494108] available from 11 a.m. EDT
to midnight, October 19, 2000
DAIN RAUSCHER INVESTORS' CONFERENCE CALL - NOON EDT (11 A.M. CDT)
U.S. callers: 1-800-482-2225
International callers: 1-303-224-6998
Passcode: 817318
POSTVIEW:
Internet: www.dainrauscher.com/ir/default.htm
MEDIA CONFERENCE CALL: -1-888-833-1394 - 11 A.M. EDT (10 A.M. CDT)
Dain Rauscher will be filing a proxy statement and other relevant documents
concerning the merger with the SEC. WE URGE INVESTORS TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED THE SEC, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents
free of charge at the SEC's website, www.sec.gov. In addition, documents filed
with the SEC by Dain Rauscher will be available free of charge from Investor
Relations.
Dain Rauscher and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Dain
Rasucher in favor of the merger. The directors and executive officers of Dain
Rauscher include the following: J.C. Appel, J.E. Attwell, S.S. Boren, D.
Collins, F.G. Fitz-Gerald, P.M. Grant, W.F. Mondale, D.J. Parrin, P.H.
Phillippe, C.A. Rundell, Jr., R.L. Ryan, A. R. Schulze, Jr., C.J. Smith , R.A.
Tschetter, I. Weiser and K.J. Wessels. Collectively, as of March 2, 2000, the
directors and executive officers of Dain Rauscher beneficially owned
approximately 8.9% of the outstanding shares of Dain Rauscher common stock.
Stockholders of Dain Rauscher may obtain additional information regarding the
interests of such participants by reading the proxy statement when it becomes
available.
