The offer provides for a mixed consideration of EUR 87.50 and 0.25 Allianz share for each tendered AGF share. This consideration will be adjusted accordingly, in order to take into consideration payment of the Allianz 2006 dividend (and thus be increased by EUR 0.95). The consideration will be reduced respectively, if – which is not assumed by Allianz – the AGF shareholders tendering their shares receive the 2006 dividend for their AGF shares. All adjustments will be made by way of payment in cash.
The offer period will begin after the offer will have been cleared by the AMF. The settlement of the offer is expected to take place at the beginning of May after the annual general meeting of Allianz SE.
Allianz: Filing of Draft Tender Offer for Shares in AGF
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Disclaimer
This press release may not be distributed or sent into, any jurisdiction where it would be unlawful, including the United States, Canada, Italy and Japan. The distribution of this communication may be restricted by law in certain other jurisdictions. Accordingly, persons in whose possession it comes are required to inform themselves of and observe any such restrictions.
This press release is for informational purposes only. It is not the extension of a tender offer for any securities nor an offer to purchase, sell or exchange (or the solicitation of an offer to sell, purchase or exchange) any securities in any jurisdiction, including the United States, Canada, Italy and Japan. No such offer (or solicitation), purchase, sale or exchange of any securities is or will be made, and the tender offer referred to herein is not and will not be extended, in any jurisdiction outside the Republic of France, where it would be unlawful absent prior registration, filing, qualification or other requirements under applicable laws, including the United States, Canada, Italy and Japan. The securities to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
This communication is strictly only for persons in or from the United Kingdom who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (SI 2005/1529), as amended (the "Order"), or financial journalists representing qualifying publications within the meaning of Article 47 of the Order, or persons to whom it may otherwise be lawful for these materials to be communicated or caused to be communicated ("Permitted Recipients"). Any persons in or from the United Kingdom who are not Permitted Recipients should not receive this communication and, in any event, must not act or rely upon the information contained herein.
The offer remains subject to review by the Autorité des marchés financiers (AMF). An offer document and a document in response will be published and will be available on the AMF’s website (www.amf-france.org).
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 6, 2006. We undertake no obligation to update forward-looking statements.