Following completion of the offer upon payment of the consideration on November 30, 2005, Allianz AG will hold 512,158,245 ordinary shares, representing approximately 76.3 percent of RAS's ordinary share capital, and 954,788 savings shares, representing approximately 71.3 percent of RAS's savings share capital. The ordinary shares and the savings shares tendered in the offer will be transferred to Allianz AG upon payment of the consideration on November 30, 2005.
On December 15 and 16, respectively, the administrative bodies of Allianz AG and Ras will proceed with the approval of the merger plan for the merger of RAS into Allianz AG. The expected exchange ratio will be in the range of between 0.153 and 0.161 Allianz AG ordinary shares for each RAS share.
No offer
This communication is for informational purposes only. It shall not constitute an offer to purchase or buy or the solicitation of an offer to sell or exchange any securities of RAS S.p.A. or Allianz AG, nor shall there be any sale of securities in any jurisdiction (including the United States of America, Canada, Japan and Australia) in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe any such restrictions.
Any solicitation of offers to sell RAS S.p.A. shares will only be made pursuant to a tender offer document approved by and pursuant to Article 102 of Legislative Decree No. 58 of 14 February 1998 (the Italian Securities Act). In the United States of America, if required by the applicable rules and regulations, the solicitation of offers to exchange shares of RAS S.p.A. into shares of Allianz AG will only be made pursuant to a prospectus that Allianz expects to send holders of RAS S.p.A. securities. Regarding the anticipated merger, Allianz and RAS S.p.A. will be required to make available certain documents for their respective shareholders in order to put them into a position to vote on the merger. Investors and holders of RAS S.p.A. securities are urged to read such documents, including any registration statement (if and when available) and other relevant documents, that, if required by the applicable rules and regulations, will be filed with the U.S. Securities and Exchange Commission ("SEC"), as well as any amendments or supplements to those documents, because they will contain important information. Investors and holders of RAS S.p.A. securities will receive information at an appropriate time on how to obtain transaction-related documents for free from Allianz, including any registration statement (if and when available). The registration statement and other relevant documents, if filed with the SEC will also be obtainable for free at the SEC's Internet web site at www.sec.gov.
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 19, 2005. We undertake no obligation to update forward-looking statements.
No duty to update
The company assumes no obligation to update any information contained herein.
Final results RAS Tender Offer
Allianz AG publishes the final results of the voluntary public tender offer for ordinary shares and savings shares of RAS S.p.A.
For further information
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(Courtesy translation of the Communication pursuant to Article 41(5) of Regulation on Issuers No. 11971 of 1999, as amended, published on November 29, 2005 in the Italian newspapers Il Sole 24 Ore, Mercati e Finanza and Milano Finanza)
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