PARIS, Dec. 21 /PRNewswire-FirstCall/ -- As part of the streamlining of the legal structure of its German subsidiaries, AXA announces its intention to acquire the 7.24% of AXA Konzern AG (Germany) shares it does not already own.
AXA proposes to offer Euro 129.3 per AXA Konzern AG ordinary share and preference share, which represents a premium of 55% compared to the closing ordinary share price as of December 20, 2005 at the floor trading of the Frankfurt stock exchange.
This premium eliminates the illiquidity discount affecting AXA Konzern AG's current share price and takes into account the recent operating performances of AXA Versicherung, AXA Lebensversicherung and AXA Krankenversicherung.
This offer is subject to procedure of control by the Bundesanstalt fur Finanzdienstleistungsaufsicht (BaFin).
If AXA's holding in AXA Konzern AG share capital reaches 95% at the end of the offer, AXA will consider a delisting of AXA Konzern AG through a "squeeze- out" procedure, bringing its holding to 100%. Should the 95% threshold not be reached, AXA has the option to withdraw its offer.
According to German regulations, the price used for the squeeze-out procedure will be based upon the IDWS1(1) standard and validated by an independent expert. Shareholders who tender their shares to AXA will automatically benefit from the squeeze-out price validated by the independent expert if this price exceeds Euro 129.3 per share.
Based on a price of Euro 129.3 per share, the total cost of this transaction should be Euro 292 million. It will be self-financed and will be slightly accretive to AXA's EPS.
Streamlining the legal structure of AXA's German subsidiaries
AXA also intends to launch a squeeze-out of the 0.43% of Kolnische Verwaltungs-Aktiengesellschaft fur Versicherungswerte AG (KVAG) share capital that is still publicly traded. The sole asset of this company is a 25.63% stake in AXA Konzern AG. Subject to prior approval of the proposed valuation by an independent expert, this squeeze-out will be conducted at a price of Euro 1,974.7 per ordinary share, which represents a total cost of Euro 5 million, in line with the buy-back offer of AXA Konzern AG minority shareholders. AXA may, in addition, consider a merger of AXA Konzern AG into KVAG.
In order to achieve a complete streamlining of AXA's legal structure in Germany, AXA Konzern AG may launch a squeeze-out of the minority interests of AXA Konzern AG's remaining listed subsidiaries, AXA Lebensversicherung (0.86% of the share capital) and Deutsche Arzteversicherung (DAEV) (2,13% of the share capital).
These two transactions could be launched by AXA Konzern AG during the first quarter of 2006. The price of these offers will only be set in the first half of 2006, based on a IDWS1-compliant valuation validated by independent experts. Under the current environment, it is likely that the valuation of these two companies based on the IDWS1 standard would lead to squeeze-out prices below current market prices.
Preliminary Indicative timetable
December 21, 2005 Announcement of the decision to acquire all
shares of AXA Konzern AG minority shareholders
and of the intended squeeze-out of AXA Konzern AG
and KVAG shares.
January 2006 Publication of the offer document regarding the
acquisition of AXA Konzern AG minority
shareholders shares subject to prior approval of
the transaction by the BaFin and beginning of the
offer period.
February / March 2006 End of AXA's offer period regarding the
acquisition of AXA Konzern AG shares.
Spring 2006 Launch of the squeeze-out of minority
shareholders in AXA Konzern AG (subject to AXA
holding at least 95% of the capital) and KVAG, as
well as possibly AXA Lebensversicherung and DAEV.
Mid 2006 Squeeze-out of minority shareholders to be
resolved at AXA Konzern AG and KVAG as well as
possibly AXA Lebensversicherung and DAEV
Shareholders' Meetings.
About AXA
AXA Group is a worldwide leader in financial protection. AXA's operations are diverse geographically, with major operations in Western Europe, North America and the Asia/Pacific area. AXA had Euro 935 billion in assets under management as of June 30, 2005. For full year 2004, IFRS revenues amounted to Euro 67 billion and IFRS underlying earnings amounted to Euro 2,640 million. AXA reported total IFRS revenues of Euro 37 billion and IFRS underlying earnings of Euro 1,761 million for the first half of 2005. The AXA ordinary share is listed and trades under the symbol AXA on the Paris Stock Exchange. The AXA American Depository Share is also listed on the NYSE under the ticker symbol AXA.
This press release is available on the AXA Group web site: http://www.axa.com/
IMPORTANT LEGAL INFORMATION AND CAUTIONARY STATEMENTS CONCERNING FORWARD- LOOKING STATEMENTS
Certain statements contained herein are forward-looking statements including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results and AXA's plans and objectives to differ materially from those expressed or implied in the forward looking statements (or from past results). These risks and uncertainties include, without limitation, the risk of future catastrophic events including possible future weather-related catastrophic events, terrorist related incidents, economic and market developments, regulatory actions and developments, litigations and other proceedings. Please refer to AXA's Annual Report on Form 20-F and AXA's Document de Reference for the year ended December 31, 2004, for a description of certain important factors, risks and uncertainties that may affect AXA's business. AXA undertakes no obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information, future events or circumstances or otherwise.
The present press release does neither constitute an offer nor a solicitation for the acquisition of shares and has not to be considered as being an offer, a solicitation or an acquisition in any country.
At the time the expected offer is commenced, AXA will issue a press release announcing the commencement of the offer and make an offer document available on its website, http://www.axa.com/. Shareholders are urged to read these materials when they become available, as they will contain important information."
1. IDW valuation is published by the CPA Institute in Germany and is based
on detailed data regarding the company, in particular the business plan
and the projected budget and takes into account the cash value of all
actual or forecasted distributable earnings.
