Van der Moolen strengthens position in worldwide trading with a participating interest in GSFS

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Overig advies 22/11/2008 08:34
Van der Moolen signs letter of intent to acquire 49.9% stake in GSFS Asset Management B.V. ("GSFS AM") and 33.3% in Global Securities Arbitrage B.V. ("GSA")
The purchase price EUR 43.3 million, of which EUR 14.15 million in cash and EUR 29.15 million in Van der Moolen shares
Payment is spread over three years
Positive impact on the earnings per share Van der Moolen expected as of 2009
The intention to recommend Frank Vogel, CEO of GSFS, as member of the Executive Board of Van der Moolen

Amsterdam, 21 November 2008 - Van der Moolen Holding N.V. ("Van der Moolen") and Global Securities Finance Solutions Holding B.V. ("GSFS") have the intention to integrate the activities of GSFS in Van der Moolen. Today at the end of business a letter of intent has been signed. Van der Moolen will participate in GSFS AM for 49.9% stake and for 33.3% stake in GSA. According to expectation all this will have a positive impact on the earnings per share of Van der Moolen.

In October 2007 Van der Moolen and GSFS entered into a partnership which turned out to be successful. This has lead to the intention of Van der Moolen and GSFS to extend this partnership. As a result hereof GSFS shall have a remaining stake of 50.1% in GSFS AM and of 33.3% in GSA. The other 33.3% in GSA will remain in the hands of the current shareholder GT1 Investments, LLC.

The proposed transaction will strengthen Van der Moolen's current market position and will offer GSFS access to Van der Moolen's worldwide infrastructure. The expectation is that parties will reach final agreement before the end of this year.


In reaction Richard den Drijver, CEO of Van der Moolen said: "The partnership that we have entered into with GSFS had turned out to be successful. The further integration of our activities with GSFS will strengthen our trading activities and strengthen our position in the market. We expect that this transaction will already have a positive impact on our profit in 2009."

Frank Vogel, CEO of GSFS: "This proposed transaction is a confirmation of our long term commitment to Van der Moolen. Furthermore, it offers the possibility for GSFS AM to actively participate in the expansion of Van der Moolen's worldwide business activities."

Payment partly in cash, partly in shares
The purchase price of the participating interests in GSFS AM and GSA in total amounts to EUR 43.3 million.

EUR 25 million of the purchase price will be paid at the close of the transaction. Whereof EUR 5 million will be paid in cash and EUR 20 million will be paid in the form of ordinary Van der Moolen shares (with a maximum of 5 million shares). The payment in shares will for the most part take place by issuance of ordinary Van der Moolen shares.

The remaining of the purchase price will be paid in cash and in shares within a period of two years. The amount of cash minimally amounts to EUR 4.575 million and the shares maximally amount to 2,287,500. The part of the purchase price in Van der Moolen shares will be bound to a lock-up of one year.

The intention of the recommendation of Frank Vogel
Further, Van der Moolen intends to recommend to appoint Frank Vogel as a member to the Executive Board of Van der Moolen. This proposed intention for recommendation will be presented to the Authority Financial Markets and the General Meeting of Shareholders meeting of Van der Moolen for permission. As member of the Executive Board Frank Vogel will lead the trading activities of Van der Moolen and GSFS AM, with the assignment to further build up these activities worldwide.




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