Allianz SE: As the remaining float of the Euler Hermes shares on the market represents less than 5 percent, Allianz announces its intention to initiate the necessary steps for a squeeze-out and delisting of Euler Hermes shares
Allianz SE: As the remaining float of the Euler Hermes shares on the market represents less than 5 percent, Allianz announces its intention to initiate the necessary steps for a squeeze-out and delisting of Euler Hermes shares 23-Feb-2018 / 07:29 CET/CEST
Dissemination of a French Regulatory News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
Not for distribution in the United States, Canada, Japan, Australia, South Africa, or ItalyThis press release does not constitute an offer to purchase any securities.
Following additional purchase of Euler Hermes shares at 122 euros per share by Allianz, the remaining float on the market[1] represents less than 5 percent of Euler Hermes share capital and voting rights
Therefore, Allianz intends to file a further tender offer for remaining Euler Hermes shares held by minority shareholders, offering 122 euros per share, immediately followed by a squeeze-out and the delisting of Euler Hermes shares
Munich, February 23, 2018 - Allianz said today that the remaining float on the market represents less than 5 percent and that it therefore intends to launch a further tender offer for the remaining shares in Euler Hermes it does not own, which would be immediately followed by a squeeze-out and a delisting of Euler Hermes shares.
As announced on February 14, 2018, Allianz's initial tender offer for Euler Hermes saw its holding rise to 39,411,562 shares, representing 92.43 percent of the share capital and voting rights of Euler Hermes. This simplified tender offer was initiated by Allianz at a price of 122 euros per Euler Hermes share and was open from January 15 to February 13, 2018.
At the closing of that tender offer, the remaining float on the market1 was 2,610,884 shares, representing 6.12 percent of Euler Hermes share capital and voting rights.
Since then, Allianz Group has acquired 612,753 additional Euler Hermes shares on the market at a price of 122 euros per share, representing 1.44 percent of Euler Hermes share capital and voting rights.
As a result, Allianz Group currently holds 40,024,315 Euler Hermes shares, representing 93.86 percent of the share capital and voting rights of Euler Hermes. The remaining float on the market1 is therefore 1,998,131 shares, representing 4.69 percent[2] of Euler Hermes share capital and voting rights.
Now, in continuation with its initial tender offer, Allianz intends to launch a further simplified cash tender offer for all remaining Euler Hermes shares held by minority shareholders, which will be immediately followed by a squeeze-out procedure and delisting of Euler Hermes shares from the Euronext Paris stock exchange. The consideration for one Euler Hermes share will remain unchanged from the prior tender offer and will be 122 euros in cash.
This offer advances Allianz Group's strategy to invest in profitable businesses and strengthen its position in core home markets and in property and casualty insurance in particular. Euler Hermes is the leading global trade credit insurer and a key component of Allianz global lines business.
The offer will have no impact on the announced share buy-back program of Allianz SE for 2018 in the amount of up to 2 billion euros.
Euler Hermes Supervisory Board is expected to appoint an independent expert, which will prepare a further report on the fairness of the proposed financial terms.
Allianz expects to formally file the tender offer in the coming weeks. The tender offer and the draft offer document will remain subject to the clearance of the French Autorité des marchés financiers (AMF). Subject to the AMF clearance, the tender offer, squeeze out and delisting are expected to be effected in the second quarter of 2018.
For further information please contact:
Thomas Atkins Tel. +49 89 3800 2960, e-mail: thomas.atkins@allianz.com
Daniela Markovic Tel. +49 89 3800 2063, e-mail: daniela.markovic@allianz.com
Disclaimer:This press release is not an offer to purchase securities. This press release was prepared for informational purpose only. The diffusion of this press release, the offer and its acceptance may be subject to specific regulations or restrictions in certain countries. The offer is not made for persons subject to such restrictions, neither directly nor indirectly, and may not be accepted in any way from a country where the offer would be subject to such restrictions. Consequently, persons in possession of this press release shall inquire about potential applicable local restrictions and comply with them. Allianz excludes all liability in the event of any breach of the applicable legal restrictions by any person.
About Allianz
The Allianz Group is one of the world's leading insurers and asset managers with more than 86 million retail and corporate customers. Allianz customers benefit from a broad range of personal and corporate insurance services, ranging from property, life and health insurance to assistance services to credit insurance and global business insurance. Allianz is one of the world's largest investors, managing over 650 billion euros on behalf of its insurance customers while our asset managers Allianz Global Investors and PIMCO manage an additional 1.4 trillion euros of third-party assets. Thanks to our systematic integration of ecological and social criteria in our business processes and investment decisions, we hold the leading position for insurers in the Dow Jones Sustainability Index. In 2017, over 140,000 employees in more than 70 countries achieved total revenue of 126 billion euros and an operating profit of 11 billion euros for the group.
About Euler Hermes
Euler Hermes is the global leader in trade credit insurance and a recognized specialist in the areas of bonding, guarantees and collections. With more than 100 years of experience, the company offers business-to-business (B2B) clients financial services to support cash and trade receivables management. Its proprietary intelligence network tracks and analyzes daily changes in corporate solvency among small, medium and multinational companies active in markets representing 92% of global GDP. Headquartered in Paris, the company is present in 52 countries with 6,050+ employees. Euler Hermes is a subsidiary of Allianz, listed on Euronext Paris (ELE.PA) and rated AA by Standard & Poor's. The company posted a consolidated turnover of EUR2.6 billion in 2017 and insured global business transactions for EUR894 billion in exposure at the end of 2017.
These assessments are, as always, subject to the disclaimer provided below.
Cautionary note regarding forward-looking statements
The statements contained herein may include prospects, statements of future expectations and other forward-looking statements that are based on management's current views and assumptions and involve known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those expressed or implied in such forward-looking statements.
Such deviations may arise due to, without limitation, (i) changes of the general economic conditions and competitive situation, particularly in the Allianz Group's core business and core markets, (ii) performance of financial markets (particularly market volatility, liquidity and credit events), (iii) frequency and severity of insured loss events, including from natural catastrophes, and the development of loss expenses, (iv) mortality and morbidity levels and trends, (v) persistency levels, (vi) particularly in the banking business, the extent of credit defaults, (vii) interest rate levels, (viii) currency exchange rates including the EUR/USD exchange rate, (ix) changes in laws and regulations, including tax regulations, (x) the impact of acquisitions, including related integration issues, and reorganization measures, and (xi) general competitive factors, in each case on a local, regional, national and/or global basis. Many of these factors may be more likely to occur, or more pronounced, as a result of terrorist activities and their consequences.
No duty to update
The company assumes no obligation to update any information or forward-looking statement contained herein, save for any information required to be disclosed by law.
[1] Excluding the 619,189 treasury shares held by Euler Hermes.
[2] As minority shareholders represent less than 5% of the share capital and voting rights of Euler Hermes, conditions to implement a squeeze-out under French rules are met.
Regulatory filing PDF fileDocument title: Allianz SE_Media Release_Euler Hermes_Squeeze-out and DelistingDocument: http://n.eqs.com/c/fncls.ssp?u=VUGERDEUOR
Language:
English
Company:
Allianz SE
Königinstr. 28
80802 Munich
Germany
Phone:
+49 (0)89 38 00 - 41 24
Fax:
+49 (0)89 38 00 - 38 99
E-mail:
investor.relations@allianz.com
Internet:
www.allianz.com
ISIN:
DE0008404005
Euronext Ticker:
AZ6
AMF Category:
Other news releases
End of Announcement
EQS News Service
657059 23-Feb-2018 CET/CEST