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Allianz SE
Transaction in Own Shares • Dec 22, 2017
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Transaction in Own Shares
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Allianz SE / Key word(s): Tender Offer
Allianz SE: Allianz advances plans to purchase outstanding shares in Euler Hermes
22-Dec-2017 / 07:01 CET/CEST
*Not for distribution in the United States, Canada, Japan, Australia, South Africa, or Italy
This press release does not constitute an offer to purchase any securities.*
Allianz advances plans to purchase outstanding shares in Euler Hermes
- Allianz files tender offer for outstanding shares in Euler Hermes with French markets regulator AMF
- Allianz seeks regulatory approval for 122 euros-per-share bid for Euler Hermes
- Allianz's simplified cash tender offer is for the 24.20 percent stake in Euler Hermes it does not already own
- Allianz offer for Euler Hermes shares to open in early 2018, if approved
- Allianz intends to follow up with squeeze-out procedure if minority shareholders represent less than 5 percent of share capital and voting rights following the tender offer
Munich, December 22, 2017 - Allianz Group has advanced plans to increase its stake in Euler Hermes by filing its tender offer request to French markets regulator Autorité des marchés financiers (AMF).
If approved, Allianz will offer 122 euros per share of Euler Hermes. The offer covers a maximum number of 10,320,680 shares or 24.20 percent of the share capital and theoretical voting rights of the company.
The offer marks a step forward in Allianz's strategy to invest in profitable businesses and strengthen its position in core home markets, and in property and casualty in particular. Euler Hermes is the leading global trade credit insurer and a core component of Allianz global lines business.
Allianz, Europe's largest insurer, is expected to begin the tender in early 2018, offering shareholders, inter alia, a 20.7 percent premium to the pre-announcement closing price on November 24, 2017 and a 30.8 percent premium to the twelve month volume weighted average Euler Hermes share price on the same date. The offer is expected to close in the first quarter of 2018.
The offer would be followed by a squeeze-out if minority shareholders[1] represent less than 5 percent of the share capital and voting rights upon completion of the offer.
Given the limited market liquidity in Euler Hermes stock, the proposal represents a unique opportunity for Euler Hermes' minority shareholders to fully realize their investments at a premium to the pre-announcement trading price.
As previously announced on November 27, 2017, 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.
The contemplated transaction is expected to be immediately EPS accretive by around 1 percent[2] and to lower Allianz's solvency position by around 4 percentage points.
Allianz supports the strategy of Euler Hermes Board of Management and does not intend, as a result of the offer, to change Euler Hermes' Supervisory Board composition or Euler Hermes' operating model beyond ordinary course of business.
Rothschild Martin Maurel and Société Générale acted as presenting banks for the offer filed with the AMF on December 21, 2017.
The proposed offer and the draft tender offer documentation remain subject to review and clearance by the AMF.
The draft offer document is available on the websites of the AMF (www.amf-france.org) and Allianz SE (www.allianz.com).
[1] Excluding 619,189 treasury shares owned by Euler Hermes.
[2] Taking into account acquisition of 11.34% of Euler Hermes share capital prior to the tender offer and assuming 100% acceptance rate of the residual float.
For further information please contact:
Thomas Atkins Tel. +49 89 3800 2960, e-mail: [email protected]
Daniela Markovic Tel. +49 89 3800 2063, e-mail: [email protected]
*Disclaimer:
This press release is not an offer to purchase securities. The offer will be made only pursuant to the offer documentation which will contain the full terms and conditions of the offer. The offer documentation will be subject to review by the AMF and the offer will only be opened once the AMF has granted its clearance. Any decision in respect of the offer should be made only on the basis of the information contained in such offer documentation.
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 2016, over 140,000 employees in more than 70 countries achieved total revenues of 122 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 analyses 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 over 50 countries with 5.900+ employees. Euler Hermes is a subsidiary of Allianz, listed on Euronext Paris (ELE.PA) and rated AA by Standard & Poor's and Dagong Europe. The company posted a consolidated turnover of EUR2.6 billion in 2016 and insured global business transactions for EUR883 billion in exposure at the end of 2016.
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 euro/US-dollar 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.
Attachment
Document title: Allianz SE: Allianz advances plans to purchase outstanding shares in Euler Hermes
Document: http://n.eqs.com/c/fncls.ssp?u=ERBPGVTOOT
Dissemination of a Financial Wire News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
| Language: | English |
| Issuer: | 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: | [email protected] |
| Internet: | www.allianz.com |
| ISIN: | DE0008404005 |
| End of Announcement - EQS News Service |
641359 22-Dec-2017 CET/CEST