12.09.2005 – 07:30

swissfirst AG

euro adhoc: Swissfirst AG
Mergers - Acquisitions - Takeovers
swissfirst: swissfirst and Bellevue Group to merge

  Disclosure announcement transmitted by euro adhoc.
  The issuer is responsible for the content of this announcement.

12.09.2005

-     Merger of swissfirst and Bellevue Group
-     swissfirst AG to take over all of  Bellevue Holding AG’s operating
      business
-     The Bellevue Group, i.e. its employees, will acquire up to 50% in
      swissfirst AG
-     The new group will manage around CHF 10 billion in client funds

swissfirst AG, Zug, listed on the Swiss SWX exchange, and Bellevue
Holding AG, Küsnacht, will merge.  Bellevue Holding AG, i.e. its
current shareholders, will acquire a stake of up to 50% in swissfirst
AG, with swissfirst AG acquiring Bellevue Holding’s operating
business. The aim of the merger is to bundle the know-how of the two
groups and strengthen the new merged group’s position as an
innovative niche financial service provider in the Swiss capital
market. The combined earnings set a sound basis for profitable growth
in the future. The new group will manage client funds of CHF 10
billion.

Bellevue Holding AG and swissfirst AG will merge their business
activities on January 1, 2006 to create a financial institution with
the business segments Investment Banking, Asset Management and
Private Banking. The aim of the merger is to bundle core competencies
and thus successfully address the issue of consolidation in the
banking industry.  Both companies have already established themselves
as niche players through professionalism, independence, discretion
and innovative strength. This recipe for success will form the basis
for the new group. An excellent fit in terms of culture and vision,
and complementary in terms of the services and products, the Boards
of Directors of the two companies have decided to face the future
together.

Growth through common values, services and products The focus of the
transaction is to grow complimentary businesses with common values.
Swissfirst will merge their Investment Banking business, consisting
of Swiss brokerage, Derivative and Structured products as well as
Corporate Finance into Bank am Bellevue. The Bellevue Group adds a
strong brokerage franchise with both Swiss domestic and foreign
institutional clients as well as specialized financial research. The
merger will create a powerhouse in Swiss brokerage.  The two
companies will also complement each other in the Asset Management
segment. While swissfirst offers both segregated mandates generating
absolute returns as well as  comprehensive solutions for pension
funds in the small and medium-sized company segment, Bellevue Asset
Management products,  BB Biotech, BB Medtech and BB Biotech Ventures
II, are focused on the healthcare sector.

Given the highly complementary nature of the two company’s business
segments no reductions are planned in the combined workforce
encompassing 166 employees. On the contrary, the new Group will offer
its employees a wide range of prospects in a professional and
attractive working environment.

The Merger will be financed through debt and equity The transaction
is based on Bellevue Holding, i.e. its shareholders, acquiring a
share participation of up to 50% in swissfirst AG. At the same time,
swissfirst AG will take over Bellevue Holding’s operating business
through the acquisition of Bank am Bellevue and Bellevue Asset
Management.  As of September 12, 2005, the shareholders, i.e. the
employees of the Bellevue Group, held 47% of the swissfirst AG. The
transaction volume amounts to approximately CHF 300 million. The
transaction will be financed through both the issuance of 500’000
bearer shares in the form of conditional capital as well as debt
financing.  In addition, a capital increase remains an option. The
transaction value assumes CHF 250 million in Goodwill. An interim
financial statement will be provided by September 30th. The Merger is
dependent on approval by the Swiss Banking Commission.

Efficiency through a lean organizational structure  The Group
comprises the business segments of Investment Banking, Asset
Management and Private Banking. Thomas Matter will assume the
position of Chief Executive Officer (CEO). Urs Kaufmann will be
responsible for Private Banking, and Jürg Schäppi will head up the
Investment Banking segment. He will be supported by Gregor Greber,
who will assume responsibility for Corporate Finance within this
segment. Mirko Sangiorgio and Stephan Meier will share responsibility
for the Asset Management segment. Daniel Hefti will continue as Chief
Financial Officer (CFO).

The Group’s Board of Directors is to be chaired by Martin Bisang. At
the extraordinary shareholders' meeting scheduled for November 25,
2005, proposals will be submitted to the shareholders calling for
Thomas Matter to be appointed Delegate of the Board of Directors and
Daniel Schlatter (Bellevue Holding AG) to be appointed a member of
the Board. All former Board members are supporting the transaction
and have announced their resignations for the extraordinary
shareholders’ meeting.

Upcoming dates On September 30, 2005, swissfirst AG will pay out the
nominal reduction of CHF 0.40 approved at the 2005 shareholders’
meeting as well as the planned dividend (including a special
distribution) of CHF 5 per bearer share. The future dividend policy
will be adapted according to the new capital requirements. In
addition to the publication of swissfirst AG’s figures for the third
quarter of 2005, an extraordinary shareholders' meeting is scheduled
for November 25, 2005. At that meeting, a proposal will be made to
the shareholders calling for a new Board of Directors. Subsequently
an investor meeting will take place.

swissfirst is an independent financial group listed on SWX Swiss
Exchange that specializes in investment banking, private banking and
asset management. Its business operations are especially geared
toward portfolio management and investment advisory services for
private and institutional clients and toward corporate finance
business. swissfirst is focused on the Swiss market, Swiss products
and Swiss know-how.

The employee-owned, independent Bellevue Holding AG, with
headquarters in Küsnacht, is divided into two operational business
segments: Bank am Bellevue and Bellevue Asset Management. Bank am
Bellevue offers equity analysis, brokerage and trade services for
Swiss and international institutional investors. In addition, it
offers a range of capital market services. Bellevue Asset Management
offers services in the areas of financial analysis, marketing and
asset management, primarily in the healthcare industry.

Key Figures

Income        swissfirst                  Bellevue*                 pro forma**
(in mn CHF),
not audited    2004   as of 30.6.05   2004   as of 30.6.05   2004  as of 30.6.05
Interest income  11.3       7.7        3.2       1.3             14.5        9.0
Commission income  62.5    31.1       40.4      32.6            102.9       63.7
Trading income      7.1     5.9        1.3       4.5              8.4       10.4
Others              3.0     1.9        0.0       0.0              3.0        1.9
Total income       83.9    46.6       44.9      38.4            128.8       85.0
Personnel expenses  -23.9  -11.5      -9.5      -5.5            -33.4      -17.0
Other operating   -12.1    -6.8       -8.0      -4.2            -20.1      -11.0
expenses
Total expenses    -36.0   -18.3      -17.5     -9.7             -53.5      -28.0
Gross operating    47.9    28.3       27.5     28.7              75.4       57.0
Depreciation/      -2.4    -2.2       -0.3     -0.1              -2.7       -2.3
Valuation adjustments
Taxes              -4.2    -2.3       -4.0     -4.5              -8.2       -6.8
Net profit         41.3    23.8       23.2     24.1              64.5       47.9
 (bef. minorities)
Minorities         -2.9    -1.8        0.0      0.0              -2.9       -1.8
Net profit         38.4    22.0       23.2     24.1              61.6       46.1
 (excl. minorities)
Others        swissfirst                  Bellevue*                 added**
(in mn CHF),
not audited  2004  as of 30.6.05     2004  as of 30.6.05    2004  as of 30.6.05
Asset under 4'894.0    5'350.0        4'403.0   4'681.0     9'297.0    10'031.0
Management
Equity        261.7      307.3           90.7      61.5        n/a         n/a
(incl. minorities)
Staff           113        115             49        51        162         166
1) not audited
* Bank am Bellevue AG and Bellevue Asset Management AG
** not audited

end of announcement                               euro adhoc 12.09.2005 06:00:00

Further inquiry note:

Contact for media
Media office Bellevue group / swissfirst group
c/o Richterich & Partner, Christoph Richterich
phone +41-(43)-499 50 00
E-mail: christoph.richterich@richterich-partner.ch

Contact for analysts
Mirko Sangiorgio
swissfirst AG
phone +41-(44)-204 82 21
E-mail: mirko.sangiorgio@swissfirst.ch

Branche: Banking
ISIN: CH0003376818
WKN: 929068
Index: SPI
Börsen: SWX Swiss Exchange / official market