Allianz SE

M&A Activity • Jan 18, 2007

News Details

Ad-hoc | 18 January 2007 08:17

Allianz SE: Minority buyouts in Major Allianz Group Companies

Allianz SE / Tender Offer

Ad hoc announcement according to § 15 WpHG transmitted by DGAP - a company
of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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Allianz today announces its intention to acquire 42.4 percent of the shares
in AGF that it does not already own. Furthermore, it is intended to buyout
the 9 percent minorities in Allianz Lebensversicherungs-AG.

Allianz will launch a public tender offer to acquire all outstanding AGF
shares. The consideration for one AGF share (cum dividend 2006) will be
87.5 euros in cash and an additional 0.25 Allianz share (cum dividend
2006). Based on the closing price of the Allianz share from January 16,
2007 this constitutes a value of 126.43 euros per AGF share and therefore a
premium of 19.1 percent compared to the six month volume weighted average
AGF share price.

The Board of Directors of AGF has welcomed the proposed transaction and has
reacted favorably to it. To achieve full ownership of AGF, Allianz intends
to apply a squeeze-out procedure immediately after the tender offer, or a
cross-border merger of AGF into Allianz. The exchange ratio in a potential
merger might be less favorable for AGF shareholders than the terms of the
tender offer, as the exchange ratio will have to be calculated on the basis
of the intrinsic values of both companies [IDW S1 German methodology].

In addition, ADAG, the German insurance holding company of Allianz
Lebensversicherungs-AG, will launch a cash tender offer for the outstanding
9 percent of Allianz Leben shares in order to achieve a 100 percent
ownership of ADAG in Allianz Leben. ADAG will offer 750 euros in cash per
Allianz Leben share, which constitutes a premium of 19.9 percent over the
six month volume weighted average share price.

Michael Diekmann, CEO of Allianz SE, says, 'With the transformation of
Allianz into a European Company (SE) we have made it clear that Europe is
our home market. The buyout of AGF’s and Allianz Leben’s free float is
therefore the logical next step following the integration of RAS into
Allianz. This will help us create an even stronger platform to serve our
European clients and further enhance our operating profitability.'

The transactions will strengthen Allianz’s position in its core home
markets and business lines. AGF is a very attractive business with a solid
performance over the past years. AGF constitutes a major part of Allianz’s
operations, contributing 16.3 percent to Allianz’s global Life and Health
premium income and 20.4 percent to its global Property and Casualty premium
income. Allianz Leben is Germany’s no. 1 life insurer and accounts for more
than 25 percent of Allianz’s worldwide life premiums. Both AGF and Allianz
Leben are working on the development of European pension products and see
many opportunities to identify future growth potential in this area.

The transactions will complete the buyout of minorities in Allianz’s
largest operating entities and thus enable Allianz to further streamline
its group structure across regions and business units. Allianz is under no
obligation to file a mandatory tender offer for Euler Hermes as Euler
Hermes does not constitute an essential part of the assets of AGF as
defined under applicable French stock market regulations, and as AGF is
already controlled by Allianz. Allianz has also no intentions to launch a
voluntary offer for the outstanding shares in Euler Hermes.

'The transaction will create an opportunity for AGF shareholders to
participate in the global growth perspectives of Allianz Group. They will
hold shares in an integrated financial services provider that is well
positioned across all business lines. Moreover, the reduced complexity of
the organization will facilitate the management of our Sustainability
Program', says Jean Philippe Thierry, Chairman and CEO of AGF and Board
Member of Allianz SE.

'The acquisition of the Allianz Leben minorities comes as a logical step in
the set up of ADAG. It entails a simplified Corporate Governance which will
also be beneficial to our customers', says Gerhard Rupprecht, CEO of ADAG.

Allianz expects to formally file the tender offer for AGF by the end of
February 2007.

The cash consideration of approximately 7.5 billion euros required for the
two transactions is planned to be funded internally by Allianz Group.

These assessments are, as always, subject to the disclaimer provided below.

End of message

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Information and Explaination of the Issuer to this News:

This communication is for informational purposes only. It is not the
extension of a tender offer for any securities nor an offer to purchase,
sell or exchange (or the solicitation of an offer to sell, purchase or
exchange) any securities in any jurisdiction, including the United States.
There may be no such offer (or solicitation), purchase, sale or exchange of
any securities, and the tender offer referred to herein may not be
extended, in any jurisdiction outside the Republic of France, where it
would be unlawful absent prior registration, filing or qualification under
applicable laws, including the United States, Canada, Italy and Japan. The
securities to be offered have not been and may not be registered under the
U.S. Securities Act of 1933, as amended, and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration. The distribution of this communication may be restricted by
law in certain jurisdictions. Accordingly, persons in whose possession it
comes are required to inform themselves of and observe any such
restrictions.
Forward-Looking Statements
Certain statements made in this communication are forward-looking
statements. Although Allianz’s management believes that the expectations
reflected in such forward-looking statements are reasonable, readers are
cautioned that these forward-looking statement by their nature involve risk
and uncertainty because they relate to events and depend on circumstances
that will occur in the future. Many factors could cause actual results and
developments to differ materially from those expressed or implied by these
forward-looking statements, including those listed in our Annual Report on
Form 20-F filed with the SEC on April 6, 2006. We undertake no obligation
to update forward-looking statements.

DGAP 18.01.2007

Language: English
Issuer: Allianz SE
Königinstr. 28
80802 München Deutschland
Phone: +49 (0)89 38 00 - 41 24
Fax: +49 (0)89 38 00 - 38 99
E-mail: investor.relations@allianz.com
WWW: www.allianz.com
ISIN: DE0008404005
WKN: 840400
Indices: DAX-30, EURO STOXX 50
Listed: Amtlicher Markt in Berlin-Bremen, Frankfurt (Prime Standard),
Hannover, Düsseldorf, Stuttgart, München, Hamburg, SWX;
Terminbörse EUREX; Foreign Exchange(s) London, NYSE

End of News DGAP News-Service

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