M and A
EXCLUSIVE INTERVIEW: Want M&A Deals To Go Smoothly? Try "Dual Hatting", Says Julius Baer
Getting a big wealth management M&A deal to work, rather than lead to marital strife, is a tricky task. How has Julius Baer managed to make things work with Merrill?
One of the biggest wealth management merger and acquisition deals
of recent years is Julius Baer’s purchase of Merrill Lynch’s
international wealth management business outside the US. It is a
move that has propelled Switzerland’s third largest bank up the
private banking league. Results for 2013 (see here) have been positive.
Julius Baer is
about half way through the process of integrating the Merrill
Lynch IWM business; and practitioners in this industry will be
looking with a beady eye for how well this process goes.
After all, it is an oft-spoken point from number crunchers that
most M&A deals destroy more shareholder value than they
create. There are also some fiendishly tricky technology and
compliance issues to get right. (As for the price, Julius
Baer pays 1.2 per cent of AuM transferred.) And firms such as
research/consultancy findaWEALTHMANAGER.com have pointed out how
deals can alarm clients if not handled properly. (See here.)
Given all this, a decision that Julius Baer had to take was how
quickly to execute the transfer of managers and clients, and how
to reduce the risk of old Merrill Lynch RMs preferring to go
their own way, taking books of business with them. After all, the
idea of an American house marrying into a Swiss one is full of
ironies, given the US-Swiss rows about tax evasion issues over
recent years.
Julius Baer took full control of UK operations last year,
following the August 2012 agreement to buy the Merrill business
from Bank of America; in December last year, it announced that
operations in Lebanon, Bahrain and UAE had been fully
transferred. Transfers are under way also in Switzerland,
Singapore, Chile, Spain, Monaco, Luxembourg and Hong Kong. The
transfers in certain regions have been announced over a period of
stages.
One key ingredient in making the process work as smoothly as it
has so far, according to Adam Horowitz, head of Julius Baer UK,
is an approach he calls “dual hatting”. He explained what this
meant when this publication recently met him at the Julius Baer
offices in London. Horowitz is an ex-Merrill man who joined the
bank as part of the process.
“What the dual hatting approach in the UK allows is for a
relationship manager who has transitioned over to Julius Baer to
still access the Merrill Lynch platforms in order to take care of
their clients who are still contracted with Merrill Lynch. By
doing the transaction this way, clients have not lost contact
with their relationship manager for one moment during the
changeover. It also affords the client time to consider the
merits of moving to Julius Baer and making a personal choice
rather than 'being sold' to an acquiring institution,” Horowitz
said.
This approach can be labour-intensive, but the results are worth
it, he said.
“Dual hatting definitely requires more work in terms of
preparation, but the value and peace of mind our clients
received, made it worthwhile. As an example of the ongoing client
service, dual-hatted relationship managers had both a Julius Baer
and a Merrill Lynch e-mail account as well as access to client
accounts on both platforms to ensure uninterrupted service. There
was also an internal `Dual Hatting Supervision and Control Team’
that monitored the business,” Horowitz continued, as he spelled
out the grainier details of the approach.
“Relationship managers undertake specific training to ensure that
clients are fully serviced according to the firm procedures that
they are contracted with and during the period of dual hatting,
clients are clearly communicated with, keeping them fully
informed of the progress of their transition. Prior regulatory
approval is required with details of process and controls clearly
determined in advance,” he said.
So far, so good. According to latest figures published for the
fourth quarter of 2013 and whole of that year, Julius Baer said
that based on current expectations, it expects that by the end of
the integration process in early 2015 the group will achieve the
asset transfer target, towards the lower end of the SFr57 billion
to SFr72 billion range, which would thereby also reduce the
maximum total transaction price.
So how did the bank know that this “dual hatting” approach made
most sense?
“We wanted to make the transition a smooth client experience from
the very beginning and with the dual hatting approach clients
remained in contact with their relationship manager and have
taken time to make decisions. Our clients have complex portfolios
and wealth planning structures so dual hatting was an important
service to offer,” Horowitz continued.
This approach tends to be used, he said, where there is an
M&A deal requiring banks to change booking centres for
clients, repapering client contracts rather than a share sale.
“Acquisitions of this type will certainly benefit from the
positive client experience,” he said.
Timing
The time during which a client is served by an RM with the “two
hats” was, in the case of the UK integration, about six months.
There is no standard formula for how long this process has to
last, Horowitz said.
Horowitz reckons RMs are pleased with how the process has gone, a
statement borne out by the higher percentage (in the upper 90s)
of those moving across to Julius Baer.
“Relationship managers very much appreciated that they did not
lose information and access to clients during the transition
process. This made for as smooth a client experience as possible
during an acquisition which the client did not ask to be involved
in,” he said.
The transfer has helped to make Julius Baer what he calls the
“largest pure play or stand-alone private bank with a global
footprint outside the US”. The size issue is important, given how
economies of scale and market muscle are essential for both
delivering service and keeping costs down.
Besides all the intricacies of making the acquisition work,
Julius Baer in the UK has sought to raise its profile in London
through events such as its sponsorship of the British Museum and
its recent "Beyond Eldorado" exhibition.