Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of October, 2006
CONVERIUM HOLDING AG
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(Translation of registrant's name into English)
Dammstrasse 19
CH-6301 Zug
Switzerland
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- Not Applicable
Converium Holding Ltd, Zug
Zug, Switzerland - October 17, 2006 - Converium agrees to sell its North
American operations to Berkshire Hathaway
Converium today announces that it has signed a definitive agreement to sell its
North American operations to National Indemnity Company, a Berkshire Hathaway
company, for a total consideration of USD 295 million comprised of USD 95
million in cash and USD 200 million in assumption of debt. Converium has not
provided any guarantee or indemnity in respect of the reserves of the North
American operations. The transaction is subject to regulatory approvals and
customary closing conditions.
Inga Beale, Converium's Chief Executive Officer, said: "With this transaction we
have successfully delivered on our promise to achieve finality regarding
Converium's US operations through a clean-cut sale. We can now fully concentrate
on building Converium's future, with our business strategy focused on markets
outside the US."
Inga Beale continued: "I would like to thank the North American team for an
excellent job in running-off and commuting a major portion of Converium's North
American liabilities prior to today's announcement. Our North American
colleagues have exceeded expectations both in terms of the pace and the
profitability of our run-off operations."
Upon the closing of the sale, Converium will reduce its exposure significantly
as National Indemnity Company will assume all of the North American operations'
reinsurance liabilities (USD 1.06 billion as of June 30, 2006) as well as USD
200 million of debt issued by Converium Holdings (North America) Inc. Converium
estimates that the sale will result in a decrease in shareholders' equity of USD
135 million.
Paolo De Martin, Converium's Chief Financial Officer, said: "Even after
adjusting the June 30, 2006 shareholders' equity to USD 1.66 billion to account
for the sale, we maintain a strong financial position, while further de-risking
our balance sheet. The clean-cut agreement to sell our North American operations
meets a crucial condition for an improved financial strength rating."
Converium will provide further details on the transaction on November 7, 2006,
when the Company reports on the financial results for the third quarter of 2006.
* * * * * * *
Converium has made it a policy not to provide any quarterly or annual earnings
guidance and it will not update any past outlooks for full-year earnings. It
will, however, continue to provide investors with perspectives on its value
drivers, certain financial guidance for the full year, its strategic initiatives
and those factors critical to understanding its business and operating
environment.
Enquiries
Dr. Kai-Uwe Schanz Marco Circelli Chief
Communication & Head of Investor Relations &
Corporate Development Officer Market Research
kai-uwe.schanz@converium.com marco.circelli@converium.com
Phone: +41 (0) 44 639 90 35 Phone: +41 (0) 44 639 91 31
Fax: +41 (0) 44 639 70 35 Fax: +41 (0) 44 639 71 31
About Converium
Converium is an independent international multi-line reinsurer known for its
innovation, professionalism and service. Today Converium employs about 600
people in 18 offices around the globe and is organized into four business
segments: Standard Property & Casualty Reinsurance, Specialty Lines and Life &
Health Reinsurance, which are based principally on ongoing global lines of
business, as well as the Run-Off segment, which primarily comprises the business
from Converium Reinsurance (North America) Inc., excluding the US originated
aviation business portfolio. Converium has a "BBB+" financial strength rating
(outlook positive) from Standard & Poor's and a "B++" financial strength rating
(outlook positive) from A.M. Best Company.
Important Disclaimer
This document contains forward-looking statements as defined in the U.S. Private
Securities Litigation Reform Act of 1995. It contains forward-looking statements
and information relating to the Company's financial condition, results of
operations, business, strategy and plans, based on currently available
information. These statements are often, but not always, made through the use of
words or phrases such as `seek to', `expects', `should continue', `believes',
`anticipates', `estimates' and `intends'. The specific forward-looking
statements cover, among other matters, the Company's internal review and related
restatement, the reinsurance market, the Company's operating results, certain
financial guidance, e.g. related to the tax rate of the Company, the reduction
of North American net reserves, the acquisition costs ratio and the costs of the
Corporate Center, the rating environment and the prospect for improving results
and expense reductions. Such statements are inherently subject to certain risks
and uncertainties. Actual future results and trends could differ materially from
those set forth in such statements due to various factors. Such factors include
the impact of our ratings downgrade or a further lowering or loss of one of our
financial strength ratings; the impact of the restatement on our ratings and
client relationships; uncertainties of assumptions used in our reserving
process; risk associated with implementing our business strategies and our
capital improvement measures and the run-off of our North American business;
cyclicality of the reinsurance industry; the occurrence of natural and man-made
catastrophic events with a frequency or severity exceeding our estimates; acts
of terrorism and acts of war; changes in economic conditions, including interest
and currency rate conditions that could affect our investment portfolio; actions
of competitors, including industry consolidation and development of competing
financial products; a decrease in the level of demand for our reinsurance or
increased competition in our industries or markets; a loss of our key employees
or executive officers without suitable replacements being recruited within a
suitable period of time; our ability to address material weaknesses we have
identified in our internal control environment; political risks in the countries
in which we operate or in which we reinsure risks; the passage of additional
legislation or the promulgation of new regulation in a jurisdiction in which we
or our clients operate or where our subsidiaries are organized; the effect on us
and the insurance industry as a result of the investigations being carried out
by the US Securities and Exchange Commission, New York's Attorney General and
other governmental authorities; changes in our investment results due to the
changed composition of our invested assets or changes in our investment policy;
failure of our retrocessional reinsurers to honor their obligations or changes
in the credit worthiness of our reinsurers; our failure to prevail in any
current or future arbitration or litigation; and extraordinary events affecting
our clients, such as bankruptcies and liquidations, and other risks and
uncertainties, including those detailed in the Company's filings with the U.S.
Securities and Exchange Commission and the SWX Swiss Exchange. The Company does
not assume any obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise. www.converium.com
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CONVERIUM HOLDING AG
By: /s/ Inga Beale
Name: Inga Beale
Title: CEO
By: /s/ Christian Felderer
Name: Christian Felderer
Title: General Legal Counsel
Date: October 17, 2006