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KPMG Plans Andersen Consulting Buy

May 9, 2002

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CHICAGO (AP) _ KPMG Consulting Inc. plans to acquire as many as 23 business consulting units of Andersen Worldwide’s member firms for up to $284 million, KPMG announced Wednesday.

KPMG said it had signed a letter of intent that covers the consulting business of Andersen member firms in the United States, Europe, Asia and Latin America. Those businesses had combined revenue of about $1.4 billion last fiscal year.

KPMG has already acquired Andersen’s consulting business in Hong Kong and China.

Also Wednesday, Ernst & Young LLP acquired Arthur Andersen’s Pittsburgh audit and tax practices in a deal involving 87 Andersen employees, who will join Ernst & Young’s office in that city.

And late Wednesday, Andersen announced that it had agreed with rival Deloitte & Touche to have about 2,000 Andersen workers, including nearly 200 partners, join Deloitte offices across the United States. Andersen did not disclose terms.

McLean, Va.-based KPMG said completion of the deal is subject to reaching agreements with each of the Andersen member firms. Each deal will require the approval of local partners and regulatory authorities.

Besides the cash, KPMG said it planned to issue up to 6.5 million shares of stock over three years to Andersen’s consulting partners who join KPMG Consulting in the deal.

Shares of KPMG Consulting rose $2.22, or 15 percent, to close Wednesday at $17.27 on the Nasdaq Stock Market.

Andersen Worldwide includes Arthur Andersen LLP, the Chicago-based company that audited Enron Corp.’s financial records. Andersen currently is on trial in Houston for an obstruction charge relating to the shredding of Enron-related documents last year.

KPMG said the purchase of the business consulting practice of Arthur Andersen LLP in the United States depends on ``the satisfactory resolution of potential liability issues.″

``Our proposed acquisitions are consistent with KPMG Consulting’s stated business goal of strengthening our ability to service our global clients,″ KPMG chairman and chief executive Rand Blazer said in a statement.

KPMG hopes to have definitive agreements with the Andersen offices willing to join the firm within 30 to 45 days, with closings completed sometime this summer, according to company officials.

The final cost of the acquisition will depend on how many Andersen offices agree to join KPMG, Blazer said, adding that 90 percent of the partners of each office must agree to join the company for the acquisition of the office to go forward. Those partners that refuse to join KPMG must abide by the non-compete agreement they signed with Andersen.

Andersen’s operations continue to shrink as more companies have decided to drop the firm as their auditor. But KPMG officials noted that Andersen’s consulting business has been able to hold on to its clients while the firm’s auditing unit has been hemorrhaging clients.

Blazer said he is impressed with the professionalism and dedication of the Andersen people in the face of the company’s difficulty.

``The combined companies will have balance,″ he said, noting there is little overlap in customers.

Gail Steinel, managing partner of Andersen’s business consulting practice, says joining with KPMG is an ``outstanding opportunity for the Andersen business consulting clients, partners and employees.″

Andersen Worldwide employs 85,000 people at its 84 member firms.

KPMG Consulting, which last year split from KPMG LLP, the audit and tax firm, has 10,000 employees worldwide and reported revenues of $2.85 billion during fiscal 2001.

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