Uniqa Insurance Group AG

M&A Activity • Jun 23, 1999

News Details

Ad-hoc | 23 June 1999 10:06

Ad hoc-Service: Bundesländer-Vers. AG englisc

Ad hoc-Mitteilung verarbeitet und übermittelt durch die DGAP. Für den Inhalt der Mitteilung ist der Emittent verantwortlich. —————————————————————————— Versicherungsanstalt der österreichischen Bundesländer, Versicherungsaktiengesellschaft (“Bundesländer”) herewith announces the following: On tuesday, June 22nd 1999, BARC Versicherungs-Holding AG (“BARC”) as majority shareholder of Bundeslonder as well as of AUSTRIA-COLLEGIALITÄT Österreichische Versicherung Aktiengesellschaft (“AUSTRIA COLLEGIALITÄT”), acting by its supervisory board, approved the signing of the necessary agreements by the managing boards of the companies involved in order to complete the corporate restructuring of BARC Group. The supervisory boards of the other companies involved have passed corresponding resolutions. The most important agreement is the merger agreement between BARC and Bundesländer, the subject matter of which is the merger of BARC as transferring entity with Bundesländer as surviving entity. The basis for the establishment of the relative values is formed by valuations of BARC, Bundesländer and AUSTRIA-COLLEGIALITÄT, which are as follows: BARC – approx. ATS 16,500 million, Bundesländer – approx. ATS 15,100 million and AUSTRIA- COLLEGIALITÄT – approx. ATS 13,400 million. The shareholders are to resolve on the merger of BARC with Bundesländer in September 1999. The valuations lead to relative values of the companies of approx. 1.09 (BARC) : 1 (Bundesländer). Taking into account the shares held in Bundesländer already by BARC the shareholders of BARC will receive as part of the consideration the shares held in Bundesländer by BARC in proportion to their respective shareholding in BARC. Furthermore, the share capital of Bundesländer shall be increased by ATS 554.3 million. The newly issued shares are to be assigned solely to the shareholders of BARC. The shareholders of BARC will be the majority shareholders of Bundesländer after the merger. After the merger will have become effective, the total share capital of the merged company will be approx. ATS 1,456.9 million. By taking into account the contingent share capital (bedingtes Kapital) in the amount of ATS 41,978,200 for the purpose of an exchange of participating bonds into voting stock, the total share capital will amount to a maximum total of ATS 1,498.8 million in the event of conversion of participation capital into share capital. The supervisory board of BARC has also resolved in yesterday’s meeting to propose to the shareholders of Bundeslonder in the shareholders’ meeting of September 1999 to change the company name of Bundesländer as future holding company of the group to UNIQA Versicherungen AG. In the announcement of 17 May 1999 we have informed the public that, by including the AUSTRIA-COLLEGIALITÄT Versicherungen, it is intended to establish an operating insurance company for general property and liability insurance and an operating insurance company for personal insurances below the listed holding company. The insurance portfolios of Bundesländer and of the AUSTRIA-COLLEGIALITÄT Versicherungen will be consolidated in the respective insurance companies. In this context and following the concept of using the name UNIQA as brand for the whole group, the supervisory board of BARC has also resolved to change the name of AUSTRIA-COLLEGIALITÄT as personal insurance company to UNIQA Personenversicherung AG. The insurance company for general property and liability insurances will be renamed UNIQA Sachversicherung AG. This document is an unofficial translation of the information transmitted originally in German. The only authentic version is the German language information which we will be happy to provide to you as well. Ende der Mitteilung