SCOR owns 96.23% of Converium; Converium Extraordinary General Meeting on August 30, 2007
Market Wire, July, 2007
Zurich, Switzerland - July 27, 2007
According to a public statement made by SCOR today, as of July 26, 2007 and after the expiration of the additional acceptance period, 96.23% or a total of 141,163,061 shares of Converium Holding AG have been tendered to SCOR, the French reinsurer, of which 3,732,335 Converium shares are in the process of being confirmed.
After the preliminary offer period that closed on July 9, 2007, SCOR already held an aggregate of 86.07% (126,257,666 shares) of Converium's share capital.
The combination of the two organisations can now proceed according to plan. The immediate integration efforts focus on offering one face to the clients in time for the yearly industry meeting in Monte Carlo in early September.
Subject to the conditions set forth in the SCOR Offer prospectus published on April 5, 2007, as amended on June 12, 2007, the settlement and delivery of the Offer is expected to take place on August 8, 2007. With the settlement, Converium will be formally controlled by SCOR.
Converium's Extraordinary General Meeting (EGM), originally scheduled to take place on August 16, 2007, will now take place on August 30, 2007. At the EGM, Converium's current Board of Directors will step down. SCOR will announce the proposed new Board members in due course. Inga Beale, Chief Executive Officer of Converium, and Paolo De Martin, Chief Financial Officer, will likewise step down on August 30, 2007.
Shareholder information for Extraordinary General Meeting 2007
As a prerequisite to be authorized to attend Converium's EGM as a shareholder and to be entitled to vote, Converium shares must be registered in the share register (SAG SIS Aktienregister AG, Olten, Switzerland). Shareholders should coordinate with their depositary/custodian bank, which holds the Converium shares in a deposit, to have the shares registered. The depositary/custodian bank will send the respective request form to enter such shares into Converium's share register. Please contact Converium's share register in case of further questions: phone 41 44 639 9172.
Enquiries Beat W. Werder Marco Circelli Head of Public Relations Head of Investor Relations beat.werder@converium.com marco.circelli@converium.com Phone: 41 44 639 90 22 Phone: 41 44 639 91 31 Fax: 41 44 639 70 22 Fax: 41 44 639 71 31 Dr. Kai-Uwe Schanz Inken Ehrich Chief Communication & Corporate Investor Relations Specialist Development Officer inken.ehrich@converium.com kai-uwe.schanz@converium.com Phone: 41 44 639 90 94 Phone: 41 44 639 90 35 Fax: 41 44 639 70 94 Fax: 41 44 639 70 35
About Converium
Converium is an independent international multi-line reinsurer known for its innovation, professionalism and service. Today Converium employs about 500 people in 15 offices around the globe and is organized into three business segments: Standard Property & Casualty Reinsurance, Specialty Lines and Life & Health Reinsurance. Converium has an "A-" ("strong") financial strength rating (outlook stable) from Standard & Poor's and a "B " financial strength rating (outlook positive) from A.M. Best Company.
Important Disclaimers
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', 'aims' 'should continue', 'believes', 'anticipates', 'estimates' and 'intends'. The specific forward-looking statements cover, among other matters, the Company's strategy and management objectives, our growth prospects and our ability to ensure a smooth transition of our business with that of SCOR. 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 whether we are able to secure an upgrade of our financial strength ratings; our ability to refinance our outstanding indebtedness and increase our use of hybrid capital; uncertainties of assumptions used in our reserving process; risk associated with implementing our business strategies and our capital improvement measures; 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; our ability to expand into emerging markets; our ability to enter into strategic investment partnerships; 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; our ability to regain past customers following any rating upgrades and the resolution 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 (including, but not limited to, our Annual Report on Form 20-F filed 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.
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