The extraordinary and ordinary shareholders' meeting of Ras took place today in Milan.
In extraordinary session the shareholders' meeting approved the merger plan providing for the merger of Ras S.p.A. into Allianz AG, with the simultaneous transformation of the latter into a European Company named Allianz SE.
The merger plan was drafted pursuant to Article 20 of the EC Regulation No. 2157, of October 8, 2001 concerning the statute of the European Company and to Article 2501 ter of the Italian Civil Code.
The merger will have civil effectiveness following to the date of payment of Ras and Allianz's dividends for the financial year 2005. It is envisaged that the merger shall have accounting and tax effectiveness as from January 1, 2006.
After the merger has been completed, Ras ordinary and savings shares held by Allianz, and treasury stock held by Ras, shall be cancelled without any share exchange taking place at the date of effectiveness of the merger.
Ras ordinary and savings shareholders, other than Allianz and Ras, shall be assigned Allianz SE ordinary shares at the following exchange ratios:
No. 3 Allianz ordinary shares for No. 19 Ras ordinary shares;
No. 3 Allianz ordinary shares for No. 19 Ras savings shares.
Attached to this press release please find a brief note illustrating some specific issues in respect of the valuation criteria utilized by the companies in order to determine the above mentioned exchange ratio.
Allianz SE will be the first European Company listed on Frankfurt stock exchange, on DJ EURO STOXX 50 list.
RAS shareholders agree to merger plan
Shareholders' meeting approves the plan to merge into Allianz AG which will lead to the establishment of a European Company.
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Download press release "Ras: Shareholders' meeting approves the plan to merge into Allianz AG which will lead to the establishment of a European Company" (pdf, 220 KB)
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Download press release "Ras: The special meeting of the savings shareholders approves the merger plan by incorporation of Ras into Allianz" (pdf, 145 KB)
RAS Holding S.p.A.
As from January 1, 2005, Ras has transferred its Italian insurance going concern in favor of a wholly controlled beneficiary company which adopted the company name of RAS S.p.A.. As a consequence of the hive-down, Ras has become an holding company carrying out, only indirectly, insurance activities, by means of the management of the interests directly or indirectly held by the same.
Today the extraordinary shareholders' meeting has also approved some formal amendments of the articles of association of Ras as a consequence of the hive-down and, in particular, were amended the corporate purpose of Ras and the Ras's company name which, from today, will be "RAS Holding S.p.A.".
As a consequence of the merger, the incorporating company Allianz shall succeed into all the assets and liabilities of the incorporated company RAS Holding S.p.A.. In particular, Allianz shall take over ownership of the entire equity of RAS S.p.A., the company which, as from January 1, 2006, is in control of the Italian insurance business.
In view of the differing rights connected with Allianz ordinary shares and Ras savings shares, the decision to proceed with the merger has to be approved by the special savings shareholders meeting of Ras.
Ras ordinary and savings shareholders who did not participate to the resolutions concerning the merger and the amendments to the articles of associations of Ras are entitled to withdraw pursuant to Articles 2437 and following of the Italian Civil Code.
In order to be entitled to withdraw, the withdrawing shareholders must be shareholders of Ras at the date of the extraordinary shareholders' meeting and retain their shares until the date on which they exercise their withdrawal rights.
The liquidation value of ordinary shares eligible for withdrawal has been set at Euro 16.72 for each ordinary share. The liquidation value of savings shares eligible for withdrawal has been set at Euro 24.24 for each savings share. Pursuant to Article 2437 ter of the Italian Civil Code, this value corresponds to the arithmetical mean of closing prices of the shares during the six months prior to September 27, 2005, the date on which the notices to convene the extraordinary shareholders' meeting and the special shareholders' meeting were published in the Official Gazette of the Italian Republic.
A special announcement providing instructions on how to exercise the right to withdraw, will be published, after the registration at the Register of Enterprises respectively of the resolutions of Ras extraordinary shareholders' meeting and Ras special shareholders' meeting, pursuant to Article 84 of the Regulation adopted under Consob resolution No. 11971/99.
In ordinary session, the shareholders' meeting resolved upon the replenishment of Ras' board of directors as consequence of the resignations of Detlev Bremkamp and Klaus Duehrkop. In ordinary session, the shareholders' meeting resolved upon the appointment of two new directors, Enrico Tomaso Cucchiani and Joachim Faber, both members of the management board (Vorstand) of Allianz AG, already co-opted by the board of directors.
The directors appointed today shall cease together with the directors in charge at the time of their appointment, i.e. at the date on which the accounts for 2005 will be adopted. The shareholders meeting also authorized Enrico Tomaso Cucchiani and Joachim Faber pursuant to Article 2390 of the Italian Civil Code.
Today the extraordinary shareholders' meeting has also approved some formal amendments of the articles of association of Ras as a consequence of the hive-down and, in particular, were amended the corporate purpose of Ras and the Ras's company name which, from today, will be "RAS Holding S.p.A.".
As a consequence of the merger, the incorporating company Allianz shall succeed into all the assets and liabilities of the incorporated company RAS Holding S.p.A.. In particular, Allianz shall take over ownership of the entire equity of RAS S.p.A., the company which, as from January 1, 2006, is in control of the Italian insurance business.
In view of the differing rights connected with Allianz ordinary shares and Ras savings shares, the decision to proceed with the merger has to be approved by the special savings shareholders meeting of Ras.
Ras ordinary and savings shareholders who did not participate to the resolutions concerning the merger and the amendments to the articles of associations of Ras are entitled to withdraw pursuant to Articles 2437 and following of the Italian Civil Code.
In order to be entitled to withdraw, the withdrawing shareholders must be shareholders of Ras at the date of the extraordinary shareholders' meeting and retain their shares until the date on which they exercise their withdrawal rights.
The liquidation value of ordinary shares eligible for withdrawal has been set at Euro 16.72 for each ordinary share. The liquidation value of savings shares eligible for withdrawal has been set at Euro 24.24 for each savings share. Pursuant to Article 2437 ter of the Italian Civil Code, this value corresponds to the arithmetical mean of closing prices of the shares during the six months prior to September 27, 2005, the date on which the notices to convene the extraordinary shareholders' meeting and the special shareholders' meeting were published in the Official Gazette of the Italian Republic.
A special announcement providing instructions on how to exercise the right to withdraw, will be published, after the registration at the Register of Enterprises respectively of the resolutions of Ras extraordinary shareholders' meeting and Ras special shareholders' meeting, pursuant to Article 84 of the Regulation adopted under Consob resolution No. 11971/99.
In ordinary session, the shareholders' meeting resolved upon the replenishment of Ras' board of directors as consequence of the resignations of Detlev Bremkamp and Klaus Duehrkop. In ordinary session, the shareholders' meeting resolved upon the appointment of two new directors, Enrico Tomaso Cucchiani and Joachim Faber, both members of the management board (Vorstand) of Allianz AG, already co-opted by the board of directors.
The directors appointed today shall cease together with the directors in charge at the time of their appointment, i.e. at the date on which the accounts for 2005 will be adopted. The shareholders meeting also authorized Enrico Tomaso Cucchiani and Joachim Faber pursuant to Article 2390 of the Italian Civil Code.
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