On Wednesday, Deutsche Postbank AG submitted a mandatory offer to the shareholders of BHW Holding AG for their shares. The offer is for €15.04 per BHW share and runs from January 26 to February 23,2006. Acceptance of this offer via a custodian bank located in Germany is free of charge and fees for BHW shareholders. Since January 2,2006, Postbank has owned 91.04% of all BHW shares after having acquired the shares of previous major shareholders. In accordance with the Wertpapierübernahmegesetz (WpÜG – German Securities Acquisition and Transfer Act), Postbank is therefore obliged to make a mandatory offer. Postbank views its offer as very attractive. It reflects the weighted average share price over the last three months that, according to Postbank, was significantly influenced by takeover speculation. Compared to the market price of €10.21 at the end of 2004 – prior to any concrete takeover speculation – the share price has risen by €4.83, an increase of almost 50%. Even when compared to the price agreed upon with the main shareholders, which best reflects the fair value of the company, the small shareholders are receiving a high premium.

As Postbank has already reported, there are currently no plans to implement any changes in the BHW Group’s core business. “BHW” itself is to be a special brand within the Postbank Group responsible for home savings, mortgage lending and real estate.

In particular, Postbank intends to leverage the synergy potential in sales. It is considering combining the two existing mobile markets to create a single subsidiary. It also intends to combine its IT infrastructure. Both companies’ central functions are to be consolidated as much as possible in order to achieve the desired cost synergies.

In the medium term, most of BHW Bank’s duties are to be transferred to Postbank. As part of the integration process, it is being considered whether activities that are not core competencies should be continued. The same is being considered for subsidiaries.