Dresdner Bank AG
Ad hoc-Service: Dresdner Bank AG english
Ad hoc announcement processed and transmitted by DGAP.
The issuer has the sole responsibility of this announcement.
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Allianz and Dresdner Bank Create a Leading Financial Services Provider
Allianz to make Dresdner Bank shareholders an exchange offer
With the consent of the Supervisory Board, the Board of Management of Allianz
has decided to make an exchange offer to the shareholders of Dresdner Bank. The
shareholders of Dresdner Bank will receive a combined offer from Allianz and a
Special Purpose Vehicle (SPV) initiated by Deutsche Bank and partners of
Bankhaus Oppenheim. The offer to the shareholders of Dresdner Bank comprises an
offer by Allianz to acquire Dresdner Bank shares for a cash payment of 53.13
Euro per share and an offer by the SPV to acquire Allianz shares from the SPV
for part of the cash payment. As a result, Dresdner Bank shareholders on the
basis of the combined offer from Allianz and the SPV, will for 10 Dresdner Bank
shares receive 1 Allianz share plus an additional 200 Euro in cash.
For technical reasons, a portion of the Allianz shares offered must be created
by an increase in capital for a contribution in kind. Allianz shareholders will
not be asked for an additional contribution in this regard. It is intended to
retire the capital increase again as soon as possible. The Board of Management
of Allianz AG has therefore resolved to buy back up to 3.5 percent of Allianz’
own shares. These shares will be called for repurchases together with the
Allianz shares held by Dresdner Bank at the Annual General Meeting in 2002.
In conjunction with the previously announced reduction in cross-holdings with
Munich Re, Allianz is also planning to purchase Munich Re’s stake of around 40
percent in Allianz Lebensversicherungs-AG in 2002. Allianz will in turn sell
its interest of around 13.55 percent in HypoVereinsbank to Munich Re.
It is intended to recommend to the Supervisory Board of Allianz AG that Prof.
Dr. Bernd Fahrholz, Leonhard H. Fischer and Dr. Horst Müller be appointed
members of the Board of Management of Allianz AG. Prof. Dr. Fahrholz is to
become Deputy Chairman.
The Board of Management and the Supervisory Board of Dresdner Bank have
recommended acceptance of the offer to their shareholders. The planned
transaction is subject to approval by the antitrust and regulatory authorities.
Frankfurt am Main, 1. April 2001
Dresdner Bank AG
Board of Managing Directors
end of ad hoc announcement, (c) DGAP 01.04.2001
Issuer’s information/explanation remarks concerning this ad hoc announcement:
These assessments are subject to the disclaimer provided below.
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements contained herein may be statements of future
expectations and other forward-looking statements that are based on
management’s current views and assumptions and involve known and unknown risks
and uncertainties that could cause actual results, performance or events to
differ materially from those expressed or implied in such statements. In
addition to statements which are forward-looking by reason of context, the
words “may, will, should, expects, plans, intends, anticipates, believes,
estimates, predicts, potential, or continue” and similar expressions identify
forward-looking statements. Actual results, performance or events may differ
materially from those in such statements due to, without limitation, (i)
general economic conditions, including in particular economic conditions in the
Allianz group’s core business and core markets, (ii) performance of financial
markets, including emerging markets, (iii) the frequency and severity of
insured loss events, (iv) mortality and morbidity levels and trends, (v)
persistency levels, (vi) interest rate levels, (vii) currency exchange rates
including the Euro – U.S. dollar exchange rate, (viii) changing levels of
competition, (ix) changes in laws and regulations, including monetary
convergence and the European Monetary Union, (x) changes in the policies of
central banks and/or foreign governments and (xi) general competitive factors,
in each case on a local, regional, national and / or global basis.
The matters discussed in this release may also involve risks and uncertainties
described from time to time in Allianz AG’s filings with the U.S. Securities
and Exchange Commission. Allianz AG assumes no obligation to update any
forward-looking information contained in this release.
The offer is not being made and will not be made directly or indirectly in, or
by use of the mails of, or by any means or instrumentality of interstate or
foreign commerce of, or any facilities of a national securities exchange of,
the United States of America. This includes, but is not limited to, facsimile
transmission, electronic mail, telephone and the internet. Accordingly, copies
of this document and any related offering documents are not being, and must not
be, mailed or otherwise transmitted or distributed in or into the United States
of America. Any purported acceptance of the offer resulting directly or
indirectly from a violation ot these restrictions will be invalid.
This document is not an offer of securities for sale in the United States of
America, Canada, Australia or Japan. Securities may not be offered or sold in
the United States of America absent registration or an exemption from
registration. Any Allianz AG ordinary shares to be utilized in connection with
the offer have not been, and will not be, registered under the United States
Securities Act of 1933, as amended, and may not be offered, sold or delivered,
directly or indirectly, in the United States of America.
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WKN: 535000; Index: DAX, EURO STOXX 50
Listed: Amtlicher Handel in Berlin, Bremen, Düsseldorf, Frankfurt, Hamburg,
Hannover, München, Stuttgart; EUREX; Amsterdam; Antwerpen; Brüssel; Luxemburg;
Paris; Tokio; Wien; Swiss Exchange;
011741 Apr 01
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