Societe Generale Acquires Majority Stake in TCW

This transaction enables SG Asset Management, a wholly-owned subsidiary of

the Societe Generale Group, to acquire a major platform in the United

States and strong expertise in the management of American assets. At the

same time, it provides TCW with a distribution capacity in Europe and Asia.

TCW's employees retain a 30% ownership stake.



Apr 11, 2001, 01:00 ET from Societe Generale Group

    PARIS, April 11 /PRNewswire/ -- Societe Generale and The TCW Group, Inc's
 shareholders signed an agreement under which SG Asset Management will acquire
 70% of TCW over the next five years. TCW's employees will retain ownership of
 the remaining 30%.
     Philippe CITERNE, Chief Executive Officer of the Societe Generale Group,
 announced that "following the acquisition of Deutsche Bank's specialized
 financial services activities in Europe, Societe Generale has bolstered its
 asset management operations by acquiring a majority stake in the TCW Group,
 a leading American asset management company.  These two transactions are in
 line with the 2002 strategic plan we presented last November. They confirm
 the growth and profitability targets that the Societe Generale Group has
 set itself."
     Founded in 1971, TCW is one of the largest employee-owned fund managers in
 the United States.  It employs nearly 600 staff and has USD 80 bn
 (EUR 86 bn) of assets under management, including one-third for retail
 clients, with a growing list of high net worth investors, and two-thirds
 for major institutional investors, including many of the largest US public
 and corporate pension plans, foundations and endowments.
     TCW has built up strong expertise in the field of US equity management
 (value and growth), which represents over 40% of the assets managed, as
 well as in the management of sophisticated fixed-income products and
 alternative investment products. TCW is widely recognized as one of the
 premier asset management companies in the United States.
     This transaction will enable TCW to acquire a significant distribution
 capacity in Europe and Asia, and will give it the necessary resources to
 accelerate its growth. For SG Asset Management, the transaction furthers
 its international development strategy.
     Following the acquisition of Yamaichi Capital Management in 1998 and the
 successful launch of SGAM UK, SG Asset Management is providing itself a
 major management center in the world's leading region in terms of savings
 and the world's most important pension fund market. The deal enables SG
 Asset Management to become a major player on the US market and provides its
 European and Asian clients with first-rate expertise in the management of
 North American assets. With over EUR 250 bn of assets under management, the
 new SG Asset Management Group figures among the world's leading asset
 management companies. Total assets under management by the Societe Generale
 Group, including its private banking activities, amount to EUR 290 bn
 (USD$258 billion).
     Under the terms of the agreement, the transaction will be completed in two
 main stages.
     In the first stage, the Societe Generale Group is acquiring a
 51% ownership stake in TCW.  This transaction is based on a valuation equal to
 16 times EBITDA. This provisional price is calculated on the basis of TCW's
 2001-2002 budgets and amounts to USD 880 million for 51% of the capital.  This
 amount is subject to revision according to the definitive accounting results
 of TCW.
     The Societe Generale Group is paying for the acquisition in Societe
 Generale shares drawn from the treasury stock on its books, for a total
 amount of 14.1 million shares representing 3.33% of the Group's capital.
 This payment in shares has tax benefits to TCW shareholders and is a
 contributing factor to the favorable terms of the transaction, with the
 valuation representing 2.2 % of total assets under management.
     In a second stage, between 2003 and 2006, the Societe Generale Group will
 acquire 19% of TCW's capital in four equal annual installments.
     Over and above this transaction, the Societe Generale Group intends to
 pursue the share buyback program launched in September 1999 and which will
 be put up for renewal at the Annual General Meeting on May 4.
     Societe Generale will buy back 7 million shares on the market by the end
 of 2001 with a view to their subsequent cancellation, representing half of the
 14.1 million shares tendered in payment.  In view of this cancellation, the
 transaction will have a slight accretive impact before amortization of
 goodwill from 2003.
     Philippe Collas, Chairman and Chief Executive Officer of SG Asset
 Management, stated that "TCW is the ideal partner to complete our
 international operations.  Our businesses are highly complementary, in terms
 of both management expertise and sales capabilities.  This thrilling project
 brings considerable synergies. TCW's well-balanced clientele, of major US
 institutionals  and high net worth individuals, a very wide product base
 ranging from US equities to sophisticated US fixed-income products and
 their remarkable performance, all enable TCW to grow their activity under
 all market conditions.  We look forward to working with Robert Day and the
 men and women of the TCW team who are the base of the company's success."
     Robert A. Day, Founder, Chairman and Chief Executive Officer of TCW, said:
 "This is not a transaction we sought out, but the deal has so many
 advantages -- and the chemistry and strategic fit with our new partners is
 so good -- that it only made sense to pursue it. This transaction gives us
 an international distribution platform and the means to grow and help drive
 the overall growth of SG Asset Management. The independence of our
 management, which is one of the defining elements of our culture and lies
 at the root of our success with our clients, will be maintained. This
 partnership will lend a new dimension to TCW and to our clients. I am
 committed to this partnership and I am very excited about what it will
 enable us to achieve.  I am very pleased to be joining forces with Philippe
 Collas and the Societe Generale Group".
     Philippe Citerne, Chief Executive Officer of Societe Generale and Philippe
 Collas, Chairman and Chief Executive Officer of SG Asset Management, will
 sit on the board of directors of TCW.
     Robert A. Day will be nominated to the board of directors of Societe
 Generale with a view to being appointed director at the AGM in the spring
 of 2002.
     Marc I. Stern, President of the TCW Group, and Robert D. Beyer, President
 of Trust Company of the West, will sit on the board of directors of SG
 Asset Management and will also join the executive committee of SG Asset
 Management, alongside William C. Sonneborn, Executive Vice President of the
 TCW Group.
     TCW and SG Asset Management said that they have no intention of changing
 the people, processes, investment styles or operations of TCW, which will
 continue to be headquartered in Los Angeles and operate under the TCW brand
 name.
 
 

SOURCE Societe Generale Group
    PARIS, April 11 /PRNewswire/ -- Societe Generale and The TCW Group, Inc's
 shareholders signed an agreement under which SG Asset Management will acquire
 70% of TCW over the next five years. TCW's employees will retain ownership of
 the remaining 30%.
     Philippe CITERNE, Chief Executive Officer of the Societe Generale Group,
 announced that "following the acquisition of Deutsche Bank's specialized
 financial services activities in Europe, Societe Generale has bolstered its
 asset management operations by acquiring a majority stake in the TCW Group,
 a leading American asset management company.  These two transactions are in
 line with the 2002 strategic plan we presented last November. They confirm
 the growth and profitability targets that the Societe Generale Group has
 set itself."
     Founded in 1971, TCW is one of the largest employee-owned fund managers in
 the United States.  It employs nearly 600 staff and has USD 80 bn
 (EUR 86 bn) of assets under management, including one-third for retail
 clients, with a growing list of high net worth investors, and two-thirds
 for major institutional investors, including many of the largest US public
 and corporate pension plans, foundations and endowments.
     TCW has built up strong expertise in the field of US equity management
 (value and growth), which represents over 40% of the assets managed, as
 well as in the management of sophisticated fixed-income products and
 alternative investment products. TCW is widely recognized as one of the
 premier asset management companies in the United States.
     This transaction will enable TCW to acquire a significant distribution
 capacity in Europe and Asia, and will give it the necessary resources to
 accelerate its growth. For SG Asset Management, the transaction furthers
 its international development strategy.
     Following the acquisition of Yamaichi Capital Management in 1998 and the
 successful launch of SGAM UK, SG Asset Management is providing itself a
 major management center in the world's leading region in terms of savings
 and the world's most important pension fund market. The deal enables SG
 Asset Management to become a major player on the US market and provides its
 European and Asian clients with first-rate expertise in the management of
 North American assets. With over EUR 250 bn of assets under management, the
 new SG Asset Management Group figures among the world's leading asset
 management companies. Total assets under management by the Societe Generale
 Group, including its private banking activities, amount to EUR 290 bn
 (USD$258 billion).
     Under the terms of the agreement, the transaction will be completed in two
 main stages.
     In the first stage, the Societe Generale Group is acquiring a
 51% ownership stake in TCW.  This transaction is based on a valuation equal to
 16 times EBITDA. This provisional price is calculated on the basis of TCW's
 2001-2002 budgets and amounts to USD 880 million for 51% of the capital.  This
 amount is subject to revision according to the definitive accounting results
 of TCW.
     The Societe Generale Group is paying for the acquisition in Societe
 Generale shares drawn from the treasury stock on its books, for a total
 amount of 14.1 million shares representing 3.33% of the Group's capital.
 This payment in shares has tax benefits to TCW shareholders and is a
 contributing factor to the favorable terms of the transaction, with the
 valuation representing 2.2 % of total assets under management.
     In a second stage, between 2003 and 2006, the Societe Generale Group will
 acquire 19% of TCW's capital in four equal annual installments.
     Over and above this transaction, the Societe Generale Group intends to
 pursue the share buyback program launched in September 1999 and which will
 be put up for renewal at the Annual General Meeting on May 4.
     Societe Generale will buy back 7 million shares on the market by the end
 of 2001 with a view to their subsequent cancellation, representing half of the
 14.1 million shares tendered in payment.  In view of this cancellation, the
 transaction will have a slight accretive impact before amortization of
 goodwill from 2003.
     Philippe Collas, Chairman and Chief Executive Officer of SG Asset
 Management, stated that "TCW is the ideal partner to complete our
 international operations.  Our businesses are highly complementary, in terms
 of both management expertise and sales capabilities.  This thrilling project
 brings considerable synergies. TCW's well-balanced clientele, of major US
 institutionals  and high net worth individuals, a very wide product base
 ranging from US equities to sophisticated US fixed-income products and
 their remarkable performance, all enable TCW to grow their activity under
 all market conditions.  We look forward to working with Robert Day and the
 men and women of the TCW team who are the base of the company's success."
     Robert A. Day, Founder, Chairman and Chief Executive Officer of TCW, said:
 "This is not a transaction we sought out, but the deal has so many
 advantages -- and the chemistry and strategic fit with our new partners is
 so good -- that it only made sense to pursue it. This transaction gives us
 an international distribution platform and the means to grow and help drive
 the overall growth of SG Asset Management. The independence of our
 management, which is one of the defining elements of our culture and lies
 at the root of our success with our clients, will be maintained. This
 partnership will lend a new dimension to TCW and to our clients. I am
 committed to this partnership and I am very excited about what it will
 enable us to achieve.  I am very pleased to be joining forces with Philippe
 Collas and the Societe Generale Group".
     Philippe Citerne, Chief Executive Officer of Societe Generale and Philippe
 Collas, Chairman and Chief Executive Officer of SG Asset Management, will
 sit on the board of directors of TCW.
     Robert A. Day will be nominated to the board of directors of Societe
 Generale with a view to being appointed director at the AGM in the spring
 of 2002.
     Marc I. Stern, President of the TCW Group, and Robert D. Beyer, President
 of Trust Company of the West, will sit on the board of directors of SG
 Asset Management and will also join the executive committee of SG Asset
 Management, alongside William C. Sonneborn, Executive Vice President of the
 TCW Group.
     TCW and SG Asset Management said that they have no intention of changing
 the people, processes, investment styles or operations of TCW, which will
 continue to be headquartered in Los Angeles and operate under the TCW brand
 name.
 
 SOURCE  Societe Generale Group