Citigroup Announces Acquisition of Quilter

Deal Places Citigroup Among Top Ten Wealth Managers in the U.K.

December 13, 2006 - London – Citigroup today announced that it has reached an agreement to acquire 100% of Quilter, one of the United Kingdom’s most respected wealth advisory firms with over £5.6 billion ($10.9 billion) of assets under management, from Morgan Stanley. This acquisition strengthens Citigroup’s Global Wealth Management (GWM) presence in the United Kingdom, with combined client assets expected to rank it among the top ten UK wealth managers.

Quilter becomes part of Citigroup’s GWM platform in Europe, under the leadership of Marianne Hay, Chief Executive Officer of GWM Europe. Martin Baines, CEO of Quilter, will continue to manage that business within GWM, reporting to Ms. Hay and Mr. John Longley, global head of Citigroup Wealth Advisors – the international arm of Citigroup’s industry-leading, U.S. wealth management business, Smith Barney.

With over 18,000 clients and 300 staff located in ten offices throughout the U.K., Ireland and the Channel Islands, Quilter represents one of the U.K.’s most respected private client managers. Its business model, which focuses on discretionary, fee-based wealth advisory services, complements Citigroup’s current wealth management capabilities (available through The Citigroup Private Bank and Citigroup Wealth Advisors). Together, they offer full-service discretionary, advisory, brokerage and other wealth management and private banking services.

Commenting on today’s announcement, Todd Thomson, Chairman and CEO of Citigroup Global Wealth Management, said: “Over the last two years, Citigroup has focused on building out its wealth management footprint and onshore business model in priority markets – with strategic investments geared especially toward the U.S., UK, Brazil, India and Greater China. Quilter is an important step in establishing a meaningful presence in the U.K., with an excellent platform to support the further growth of our Private Bank and international Smith Barney businesses.”

Marianne Hay said: “Quilter is a first-class business with a strong reputation for delivering high-quality service. By leveraging scale and remaining focused on its clients, Quilter has effectively managed costs whilst preserving an outstanding client experience. I have every confidence that both Quilter’s clients and our own will benefit from this partnership from a very early stage. Having personally worked with Martin and his management team for a number of years, I am extremely excited to welcome them, their staff and their clients to Citigroup.“

John Longley, Citigroup’s Global Head of Citigroup Wealth Advisors (CWA), also noted: “Quilter and CWA share a strategic focus to serve a vital, growing and very attractive segment of the market, one that we have served very well and with great success in the U.S. through our industry leading Smith Barney franchise. I look forward to working closely with Quilter’s management and advisors and to introducing them and their clients to the many benefits of being part of the Citigroup family. “

Citigroup Corporate and Investment Banking was the sole advisor to Citigroup on this transaction. The transaction is expected to close in the first quarter of 2007 and is subject to requisite regulatory approvals. The terms of the transaction were not disclosed.


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Citigroup Global Wealth Management
Citigroup Global Wealth Management is a business of Citigroup, Inc., and comprises Smith Barney (known as Citigroup Wealth Advisors outside the U.S.), The Citigroup Private Bank and Citigroup Investment Research. It is one of the premier wealth management businesses in the world with nearly $1.4 trillion in client assets and approximately 14,000 financial advisors and private bankers in more than 30 countries.

Citigroup
Citigroup, a leading global financial services company, has some 200 million customer accounts and does business in more than 100 countries, providing consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, insurance, securities brokerage, and wealth management. Major brand names under Citigroup’s trademark red umbrella include Citibank, CitiFinancial, Primerica, Smith Barney, and Banamex. Additional information may be found at www.citigroup.com.

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