Allianz SE
Allianz SE: PRESS RELEASE RELATING TO THE IMPLEMENTATION OF THE SQUEEZE-OUT OF EULER HERMES

25-Apr-2018 / 07:30 CET/CEST
Dissemination of a French Regulatory News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.


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.
 



PRESS RELEASE DATED APRIL25, 2018

 

RELATING TO THE IMPLEMENTATION OF THE SQUEEZE-OUT OF
 EULER HERMES

 

UPON CLOSING OF THE SIMPLIFIED TENDER OFFER FOLLOWED BY A SQUEEZE-OUT

 INITIATED BY
ALLIANZ

 

INDEMINITY AMOUNT:

122 Euros per Euler Hermes Group share

 

AMF

This press release was established and released by Allianz SE in accordance with the provisions of Article 237-16 III of the general regulations of the Autorité des marchés financiers (the "AMF") and of Article 9 of the AMF Instruction No. 2006-07 of July 25, 2006 relating to tender offers.

 

Target company: Euler Hermes Group ("Euler Hermes"or the "Company"), a sociétéanonyme à directoire et conseil de surveillance organized under the laws of France with a share capital of 13,645,323.20 Euros, having its registered office at 1 place des Saisons, 92048 Paris-La-DéfenseCedex, France, registered with the Nanterre Trade and Companies Register under number 552 040 594 and whose shares are admitted to trading on Compartment A of the regulated market of Euronext in Paris under ISIN code FR0004254035, mnemonic "ELE".

 

Offeror: Allianz SE("Allianz" or the "Offeror"), a European company organized under the laws of the European Union and Germany, having its registered office at Koeniginstrasse 28, 80802 Munich, Germany, registered with the Commercial Register of the local court of Munich under number HRB 164232.

 

Conditions of the squeeze-out:

 

Upon closing of the simplified tender offer (the "Offer") followed by a squeeze-out initiated by Allianz for the shares of Euler Hermesat a price of 122 Euros per share, which took place from April 9, 2018 to April 20, 2018 (included), the Offeror holds, directly and indirectly through the companies it controls,40,472,250 Euler Hermes shares, representing 94.91% of the share capital and theoretical voting rights of the Company, on the basis of a total of 42,641,635 shares and 42,641,635 theoretical voting rights.

 

By letter dated April 23, 2018, Rothschild Martin Maurel and Société Générale, acting on behalf of the Offeror, informed the AMF of the decision of the Offeror to implement, in accordance with its intention indicated in the offer document, a squeeze-out on the Euler Hermes shares which it does not hold, directly and indirectly through the companies it controls, excluding the 619,189 treasury shares held by the Company, i.e.1,550,196 Euler Hermes sharesrepresenting 3.64% of the share capital and theoretical voting rights of the Company, for an amount of 122 Euros per share.

 

The conditions set forth in Articles L. 433-4 III of the French Monetary and Financial Code and 237-14 et seq. of the AMF general regulations for the implementation of a squeeze-out are met:

 

-      the1,550,196 Euler Hermes shares not tendered into the Offer by the minority shareholders (excluding the619,189 treasury shares held by the Company) represent, upon the completion of the Offer, 3.64% of the share capital and theoretical voting rights of the Company, it being specified that the condition relating to the holding by the minority shareholders was already satisfied as of the filing of the draft Offer;

 

-      in its review of the conformity of the draft Offer, the AMF was provided with the report of the presenting banks, Rothschild Martin Maurel and SociétéGénérale, and the further fairness opinion of the independent expert, Finexsi, represented by Mr. Olivier Péronnet and Mr. Lucas Robin, which concluded to the fairness of the price at which the shares are covered in the context of the Offer and to the fairness of the future squeeze-out (see AMF notice D&INo. 218C0687dated April 5, 2018); and

 

-      the squeeze-out is implemented under the same financial terms and conditions as the Offer, i.e. 122 Euros per Euler Hermes share, it being specified that such indemnity is net of costs and fees.

 

Pursuant to AMF notice D&I No.218C0787dated April 24, 2018, the squeeze-out will be implemented onApril 27, 2018, and will cover theEuler Hermes shares not held by the Offeror, directly and indirectly through the companies it controls, as of the closing date of the Offer, excluding the 619,189 treasury shares held by the Company, i.e. 1,550,196 Euler Hermes sharesrepresenting 3.64% of the share capital and theoretical voting rights of the Company.The indemnity of the squeeze-out will be equal to the Offer price, i.e. 122 Euros per Euler Hermes share, net of costs and fees.

 

The total amount of the indemnity will be paid by Allianz, at the latest on the date of implementation of the squeeze-out, i.e.April 27, 2018, into a blocked account opened for this purpose at SociétéGénéraleSecurities Services - 32, rue du Champ de Tir, 44312 Nantes Cedex, acting as the centralizing agent for the indemnity procedure of the squeeze-out.

 

In accordance with the provisions of Article 237-17 of the AMF general regulations, the Offeror will publish a notice informing the public of the squeeze-out in a journal empowered to publish legal notices in the place of the registered office of Euler Hermes.

 

In accordance with the provisions of Article 237-6 of the AMF general regulations, the funds relating to the compensation for the Euler Hermes shares which will not have been claimed by depository institutions on behalf of their beneficiaries, will be kept by SociétéGénérale Securities Services for a ten-year period starting from the date of implementation of the squeeze-out and transferred to the French Caisse des Dépôts et Consignations at the expiry of such period. Such funds will remain available to the beneficiaries, subject to a thirty-year statute of limitations period, after which the funds will be transferred to the French State.

 

With the agreement of the AMF, Euronext has published the timetable of the implementation of the squeeze-out and the date of the delisting of the Euler Hermes shares from the regulated market of Euronext in Paris, i.e. April 27, 2018.

 

The offer document relating to the Offer prepared by the Offeror and approved by the AMF under No. 18-111 onApril 5, 2018, as well as the information relating in particular to the legal, financial and accounting aspects of Allianz, filed with the AMF on April 5, 2018,are available on the websites of Allianz SE (www.allianz.com) and of the AMF (www.amf-france.org) and may be obtained free of charge upon request to:

 

Rothschild Martin Maurel

29 avenue de Messine,

75008 Paris

France

 

 

Société Générale

CORI/COR/FRA

75886 Paris cedex 18

France

 

 

The response document prepared by Euler Hermes and approved by the AMF under No. 18-112 onApril 5, 2018, as well as the information relating in particular to the legal, financial and accounting aspects of Euler Hermes, filed with the AMF on April 5, 2018,are available on the websites of Euler Hermes (www.fr.eulerhermes.com) and of the AMF (www.amf-france.org) and may be obtained free of charge upon request to:

 

Euler Hermes Group

1 place des Saisons,

92048 Paris-La Défense Cedex,

France

 

Contacts

Thomas Atkins         Tel. +49 89 3800 2960, e-mail: thomas.atkins@allianz.com

 

 

 

Disclaimer

This press release was prepared for informationalpurpose only. It is not an offer to the public. The diffusion of this press release may be subject to specific regulations or restrictions in certain countries. Consequently, persons in possession of this press release shall inquire about potential applicable local restrictions and comply with them.

Allianz SE excludes all liability in the event of any breach of the applicable legal restrictions by any person.


Regulatory filing PDF file

Document title: Communique de presse
Document: http://n.eqs.com/c/fncls.ssp?u=BWWGHFCEGN


Language: English
Company: 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: investor.relations@allianz.com
Internet: www.allianz.com
ISIN: DE0008404005
Euronext Ticker: AZ6
AMF Category: Other news releases
 
End of Announcement EQS News Service

678697  25-Apr-2018 CET/CEST

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