SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For January 17th 2007
Commission File Number: 1-15154
ALLIANZ SE
Koeniginstrasse 28
80802 Munich
Germany
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [_]
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]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE
REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-13462) OF ALLIANZ
AKTIENGESELLSCHAFT AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT
IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY
FILED OR FURNISHED.
Allianz SE: Minority Buyouts in Major Allianz Group Companies
MUNICH, Germany--(BUSINESS WIRE)--Jan. 18, 2007--Allianz today
announces its intention to acquire 42.4 percent of the shares in AGF
that it does not already own. Furthermore, it is intended to buyout
the 9 percent minorities in Allianz Lebensversicherungs-AG.
Allianz will launch a public tender offer to acquire all
outstanding AGF shares. The consideration for one AGF share (cum
dividend 2006) will be 87.5 euros in cash and an additional 0.25
Allianz share (cum dividend 2006). Based on the closing price of the
Allianz share from January 16, 2007 this constitutes a value of 126.43
euros per AGF share and therefore a premium of 19.1 percent compared
to the six month volume weighted average AGF share price.
The Board of Directors of AGF has welcomed the proposed
transaction and has reacted favorably to it. To achieve full ownership
of AGF, Allianz intends to apply a squeeze-out procedure immediately
after the tender offer, or a cross-border merger of AGF into Allianz.
The exchange ratio in a potential merger might be less favorable for
AGF shareholders than the terms of the tender offer, as the exchange
ratio will have to be calculated on the basis of the intrinsic values
of both companies (IDW S1 German methodology).
In addition, ADAG, the German insurance holding company of Allianz
Lebensversicherungs-AG, will launch a cash tender offer for the
outstanding 9 percent of Allianz Leben shares in order to achieve a
100 percent ownership of ADAG in Allianz Leben. ADAG will offer 750
euros in cash per Allianz Leben share, which constitutes a premium of
19.9 percent over the six month volume weighted average share price.
Michael Diekmann, CEO of Allianz SE, says, 'With the
transformation of Allianz into a European Company (SE) we have made it
clear that Europe is our home market. The buyout of AGF's and Allianz
Leben's free float is therefore the logical next step following the
integration of RAS into Allianz. This will help us create an even
stronger platform to serve our European clients and further enhance
our operating profitability.'
The transactions will strengthen Allianz's position in its core
home markets and business lines. AGF is a very attractive business
with a solid performance over the past years. AGF constitutes a major
part of Allianz's operations, contributing 16.3 percent to Allianz's
global Life and Health premium income and 20.4 percent to its global
Property and Casualty premium income. Allianz Leben is Germany's no. 1
life insurer and accounts for more than 25 percent of Allianz's
worldwide life premiums. Both AGF and Allianz Leben are working on the
development of European pension products and see many opportunities to
identify future growth potential in this area.
The transactions will complete the buyout of minorities in
Allianz's largest operating entities and thus enable Allianz to
further streamline its group structure across regions and business
units. Allianz is under no obligation to file a mandatory tender offer
for Euler Hermes as Euler Hermes does not constitute an essential part
of the assets of AGF as defined under applicable French stock market
regulations, and as AGF is already controlled by Allianz. Allianz has
also no intentions to launch a voluntary offer for the outstanding
shares in Euler Hermes.
'The transaction will create an opportunity for AGF shareholders
to participate in the global growth perspectives of Allianz Group.
They will hold shares in an integrated financial services provider
that is well positioned across all business lines. Moreover, the
reduced complexity of the organization will facilitate the management
of our Sustainability Program', says Jean Philippe Thierry, Chairman
and CEO of AGF and Board Member of Allianz SE.
'The acquisition of the Allianz Leben minorities comes as a
logical step in the set up of ADAG. It entails a simplified Corporate
Governance which will also be beneficial to our customers', says
Gerhard Rupprecht, CEO of ADAG.
Allianz expects to formally file the tender offer for AGF by the
end of February 2007.
The cash consideration of approximately 7.5 billion euros required
for the two transactions is planned to be funded internally by Allianz
Group.
These assessments are, as always, subject to the disclaimer
provided below.
Information and Explaination of the Issuer to this News:
This communication 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. There may be no such offer (or solicitation),
purchase, sale or exchange of any securities, and the tender offer
referred to herein may not be extended, in any jurisdiction outside
the Republic of France, where it would be unlawful absent prior
registration, filing or qualification under applicable laws, including
the United States, Canada, Italy and Japan. The securities to be
offered have not been and may 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. The distribution of this communication may be restricted
by law in certain jurisdictions. Accordingly, persons in whose
possession it comes are required to inform themselves of and observe
any such restrictions. 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.
Language: English
Issuer: Allianz SE
Koniginstr. 28
80802 Munchen Deutschland
Phone: +49 (0)89 38 00 - 41 24
Fax: +49 (0)89 38 00 - 38 99
E-mail: investor.relations@allianz.com
WWW: www.allianz.com
ISIN: DE0008404005
WKN: 840400
Indices: DAX-30, EURO STOXX 50
Listed: Amtlicher Markt in Berlin-Bremen, Frankfurt (Prime
Standard), Hannover, Dusseldorf, Stuttgart, Munchen,
Hamburg, SWX; Terminborse EUREX; Foreign Exchange(s)
London, NYSE
CONTACT: Allianz SE
Giovanni Salerno, +49 (0)89-3800-2184
giovanni.salerno@allianz.de
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.
ALLIANZ AKTIENGESELLSCHAFT
By: /s/ Dr. Reinhard Preusche
---------------------------
Dr. Reinhard Preusche
Group Compliance
By: /s/ Dr. Giovanni Salerno
---------------------------
Dr. Giovanni Salerno
Group Compliance
Date: January 18th 2007