Allianz SE

M&A Activity • Apr 1, 2001

News Details

Ad-hoc | 1 April 2001 17:09

Ad hoc-Service: Allianz AG english

Ad hoc announcement transmitted by DGAP. The issuer has the sole responsibility of this announcement. ——————————————————————————– Allianz and Dresdner Bank Create a Leading Financial Services Provider Allianz to make Dresdner Bank shareholders an exchange offer With the consent of the Supervisory Board, the Board of Management of Allianz has decided to make an exchange offer to the shareholders of Dresdner Bank. The shareholders of Dresdner Bank will receive a combined offer from Allianz and a Special Purpose Vehicle (SPV) initiated by Deutsche Bank and partners of Bankhaus Oppenheim. The offer to the shareholders of Dresdner Bank comprises an offer by Allianz to acquire Dresdner Bank shares for a cash payment of 53.13 Euro per share and an offer by the SPV to acquire Allianz shares from the SPV for part of the cash payment. As a result, Dresdner Bank shareholders on the basis of the combined offer from Allianz and the SPV, will for 10 Dresdner Bank shares receive 1 Allianz share plus an additional 200 Euro in cash. For technical reasons, a portion of the Allianz shares offered must be created by an increase in capital for a contribution in kind. Allianz shareholders will not be asked for an additional contribution in this regard. It is intended to retire the capital increase again as soon as possible. The Board of Management of Allianz AG has therefore resolved to buy back up to 3.5 percent of Allianz” own shares. These shares will be called for repurchases together with the Allianz shares held by Dresdner Bank at the Annual General Meeting in 2002. The Board of Management and the Supervisory Board of Dresdner Bank have recommended acceptance of the offer to their shareholders. The planned transaction is subject to approval by the antitrust and regulatory authorities. In conjunction with the previously announced reduction in cross-holdings with Munich Re, Allianz is also planning to purchase Munich Re’s stake of around 40 percent in Allianz Lebensversicherungs-AG in 2002. Allianz will in turn sell its interest of around 13.55 percent in HypoVereinsbank to Munich Re. It is intended to recommend to the Supervisory Board of Allianz AG that Prof. Dr. Bernd Fahrholz, Leonhard H. Fischer and Dr. Horst Müller be appointed members of the Board of Management of Allianz AG. Prof. Dr. Fahrholz is to become Deputy Chairman. These assessments are subject to the disclaimer provided below. end of ad hoc announcement, (c) DGAP 01.04.2001 Issuer’s information/explanation remarks concerning this ad hoc announcement: Cautionary Note Regarding Forward-Looking Statements Certain of the statements contained herein may be 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 that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. In addition to statements which are forward-looking by reason of context, the words “may, will, should, expects, plans, intends, anticipates, believes, estimates, predicts, potential, or continuel and similar expressions identify forward-looking statements. Actual results, performance or events may differ materially from those in such statements due to, without limitation, (i) general economic conditions, including in particular economic conditions in the Allianz group’s core business and core markets, (ii) performance of financial markets, including emerging markets, (iii) the frequency and severity of insured loss events, (iv) mortality and morbidity levels and trends, (v) persistency levels, (vi) interest rate levels, (vii) currency exchange rates including the Euro l U.S. dollar exchange rate, (viii) changing levels of competition, (ix) changes in laws and regulations, including monetary convergence and the European Monetary Union, (x) changes in the policies of central banks and/or foreign governments and (xi) general competitive factors, in each case on a local, regional, national and / or global basis. The matters discussed in this release may also involve risks and uncertainties described from time to time in Allianz AG,s filings with the U.S. Securities and Exchange Commission. Allianz AG assumes no obligation to update any forward- looking information contained in this release. The offer is not being made and will not be made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America. This includes, but is not limited to, facsimile transmission, electronic mail, telephone and the internet. Accordingly, copies of this document and any related offering documents are not being, and must not be, mailed or otherwise transmitted or distributed in or into the United States of America. Any purported acceptance of the offer resulting directly or indirectly from a violation ot these restrictions will be invalid. This document is not an offer of securities for sale in the United States of America, Canada, Australia or Japan. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration. Any Allianz AG ordinary shares to be utilized in connection with the offer have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered, sold or delivered, directly or indirectly, in the United States of America. ——————————————————————————– WKN: 840400; Index: DAX-30; EURO STOXX 50 Listed: Amtlicher Handel in Berlin, Bremen, Düsseldorf, Frankfurt, Hamburg, Hannover, München, Stuttgart; London; New York; Swiss Exchange; Paris; EUREX 011709 Apr 01