FILED BY BLACKROCK, INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14a-12
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: BLACKROCK, INC.
COMMISSION FILE NO. 001-15305
BlackRock & Merrill Lynch Investment Managers
Merger Overview
BlackRock Overview
Combined Assets of $991 Billion
Fixed Income
Equity / Balanced
Real Estate
Alternatives
$428 Billion
$318 Billion
$26 Billion
$12 Billion
Liquidity
$207 Billion
Proforma combined as of December 31, 2005
Risk Management
Investment Accounting
$3 Trillion
$50 Billion
Announced merger of BlackRock and Merrill Lynch Investment
Managers (MLIM) on February 15, 2006
Independent firm in ownership and governance
Public company (NYSE: BLK) with over 4,000 employees
Headquartered in NYC
Laurence Fink continues as Chairman and CEO
All founding partners remain affiliated with BlackRock
No majority owners
Merrill Lynch 49%, PNC 34%, employees and public 17%
Majority of Board of Directors is independent
Achieve scale in multiple products and markets
Combine complementary US retail platforms with mutual funds, managed accounts,
and enhanced client service
Institutional client base to benefit from additional US dollar and non-dollar products
Non-US business to span institutional and retail clients in over 50 countries
Spectrum of products across asset classes to broaden with global and non-US products,
non-US real estate, and alternative investment strategies
Operating in 18 countries and more than 35 cities
Investment centers in Boston, Edinburgh, Florham Park, London, Melbourne, New York
City, Philadelphia, Princeton, San Francisco, Sydney, Tokyo, and Wilmington
Client service presence in local markets
Expected closing date on September 30, 2006
New BlackRock*
*Closing expected September 30, 2006
Current Composition
Laurence Fink
William Albertini
Dennis Dammerman
Bill Demchak
Kenneth Dunn
Murry Gerber
James Grosfeld
David Komansky
William Mutterperl
Frank Nickell
Thomas O’Brien
Linda Gosden Robinson
James Rohr
Ralph Schlosstein
Expected Additions
Bob Doll
Gregory Fleming
Robert Kapito
Stan O’Neal
BlackRock Board Members
Ownership Structure
49% Merrill Lynch & Co.; 45% voting interest
34% The PNC Financial Services Group, Inc.
17% Employees and the Public
Newly issued BLK shares exchanged for MLIM
NYSE Listing
BLK
Board Composition
17 Directors: 4 BlackRock, 2 Merrill, 2 PNC, 9 independents
Chairman & CEO
Laurence Fink
Executive Committee
Laurence Fink, Ralph Schlosstein, Keith Anderson, Steven Buller,
Robert Connolly, Ben Golub, Charles Hallac, Robert Kapito, Barbara
Novick, Susan Wagner, and upon closing, Bob Doll and Rob Fairbairn
Transition Planning Steering
Committee
Ralph Schlosstein (co-head), Bob Doll (co-head), Rob Fairbairn,
John Fosina, Brian Fullerton, Henry Gabbay, Charles Hallac, Robert Kapito,
Barbara Novick, Frank Porcelli, Quintin Price, and Susan Wagner
New BlackRock Organization
Executive Committee
Laurence Fink1, Chairman & CEO
Ralph Schlosstein1 , President
Keith Anderson, Global CIO, Fixed Income
Steven Buller, Chief Financial Officer
Robert Connolly, General Counsel
Bob Doll2,3, Global CIO, Equity
Rob Fairbairn3, Chairman EMEA / Australia
Ben Golub, Head of Portfolio Risk Management
Charlie Hallac, Head of BlackRock Solutions
Robert Kapito2, Head of Portfolio Management
Barbara Novick, Head of Account Management
Susan Wagner, Chief Operating Officer
1 Director of BlackRock
2 Expected Director of BlackRock
3 Executive Committee member upon closing of the merger
Strong management team
Ten senior executives of BlackRock, including seven founders
Two senior executives of MLIM
Deep bench throughout the firm
Functional organization with regional overlay
Ensures consistency on a global basis
Allows for products and services to be tailored to clients and to
local needs
Promotes teamwork
Facilitates operational integrity and efficiency
Operating Committees provide cross-disciplinary structure
Compensation structure reinforces stability and teamwork
Alignment of interests with clients
Salary and discretionary bonus is predominant compensation
model
Compensation tied to investment performance
Deferred compensation program using restricted stock
Long-term incentive programs with 5-year terms
New BlackRock program awards starting in 2007
Special pool for MLIM employees awarded at closing
Over 4,000 employees in 18 countries, including more than 500 investment professionals1
BlackRock’s Global Presence
North America:
Atlanta
Boston*
Chicago
Florham Park*
Montreal
Newport Beach*
New York*
Los Angeles
Philadelphia*
Pittsburgh
Princeton*
Regional Offices
San Francisco*
Toronto
Wilmington*
Australia:
Brisbane
Melbourne*
Perth
Sydney*
Asia:
Beijing
Hong Kong
Seoul
Singapore
Taipei
Tokyo*
UK, Continental Europe & Middle East:
Amsterdam United Kingdom
Eindhoven Edinburgh*
Frankfurt Isle of Man
Luxembourg Jersey
Madrid London*
Milan
Munich
Paris
Zurich
* Denotes investment centers
1 Combined business based on December 31, 2005
BlackRock and MLIM Combined
Diversified product mix
Scale across asset classes
Products tailored to client needs
Selected mergers proposed to rationalize fund families
Competitive performance
82%* of BlackRock composites outperformed their
benchmark as of December 31, 2005
77% of MLIM composites outperformed their benchmark
as of December 31, 2005
Global asset management company
Over one-third of employees based outside the U.S.
Twelve investment centers in US, UK, Japan, and
Australia
Marketing and client service offices in 35 cities plus
regional wholesalers
Extensive fund offerings registered in domiciles around
the world
Local resources for operations, administration, and
compliance
428
126
302
Fixed Income
207
122
85
Liquidity
26
10
16
Alternatives
TOTAL
Real Estate
Equity1
12
3
9
$991** Billion AUM by Asset Class
US$ Billions
318
278
40
$991
$539
$452
Combined
MLIM
BlackRock
1 Includes Balanced assets
$991 Billion AUM by Client Geography
*Based on annualized 3-year gross of fee returns for products with at least a 3-year track record
**Combined assets as of December 31, 2005
Disclosure
FORWARD LOOKING STATEMENTS
This communication, and other statements that BlackRock may make, including statements about the benefits of the transaction with Merrill Lynch,
may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to BlackRock’s future
financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as
“trend,” “potential,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,”
“outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,”
“should,” “could,” “may” or similar expressions.
BlackRock cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time.
Forward-looking statements speak only as of the date they are made, and BlackRock assumes no duty to and does not undertake to update
forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ
materially from historical performance. In addition to factors previously disclosed in BlackRock's Securities and Exchange Commission (SEC)
reports and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially
from forward-looking statements or historical performance: (1) the ability of BlackRock to complete the transaction with Merrill Lynch; (2)
BlackRock's ability to successfully integrate the MLIM business with its existing business; (3) the ability of BlackRock to effectively manage the
former MLIM assets along with its historical assets under management; (4) the relative and absolute investment performance of BlackRock's
investment products, including its separately-managed accounts and the former MLIM business; and (5) BlackRock's success in maintaining
distribution of its products.
BlackRock's Annual Reports on Form 10-K and BlackRock's subsequent reports filed with the SEC, accessible on the SEC's website at
http://www.sec.gov and on BlackRock’s website at http://www.blackrock.com, discuss these factors in more detail and identify additional factors
that can affect forward-looking statements. The information contained on our website is not a part of this press release.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
BlackRock intends to file with the Securities and Exchange Commission a Registration Statement on Form S-4, which will contain a proxy
statement/prospectus, in connection with the proposed transaction. The proxy statement/prospectus will be mailed to the stockholders of
BlackRock. STOCKHOLDERS OF BLACKROCK ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE, ECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Such proxy statement/prospectus (when available) and other relevant
documents may also be obtained, free of charge, on the Securities and Exchange Commission's website (http://www.sec.gov) or by contacting our
Secretary, BlackRock, Inc., 40 East 52nd Street, New York, New York 10022.
PARTICIPANTS IN THE SOLICITATION
BlackRock and certain persons may be deemed to be participants in the solicitation of proxies relating to the proposed transaction. The participants
in such solicitation may include BlackRock's executive officers and directors. Further information regarding persons who may be deemed
participants will be available in BlackRock's proxy statement/ prospectus to be filed with the Securities and Exchange Commission in connection
with the transaction.