As the remaining float of the Euler Hermes shares on the market represents less than 5 percent, Allianz announces its intention to initiate the necessary steps for a squeeze-out and delisting of Euler Hermes shares
• Following additional purchase of Euler Hermes shares at 122 euros per share by Allianz, the remaining float on the market[1] represents less than 5 percent of Euler Hermes share capital and voting rights
• Therefore, Allianz intends to file a further tender offer for remaining Euler Hermes shares held by minority shareholders, offering 122 euros per share, immediately followed by a squeeze-out and the delisting of Euler Hermes shares
As announced on February 14, 2018, Allianz’s initial tender offer for Euler Hermes saw its holding rise to 39,411,562 shares, representing 92.43 percent of the share capital and voting rights of Euler Hermes. This simplified tender offer was initiated by Allianz at a price of 122 euros per Euler Hermes share and was open from January 15 to February 13, 2018.
At the closing of that tender offer, the remaining float on the market1 was 2,610,884 shares, representing 6.12 percent of Euler Hermes share capital and voting rights.
Since then, Allianz Group has acquired 612,753 additional Euler Hermes shares on the market at a price of 122 euros per share, representing 1.44 percent of Euler Hermes share capital and voting rights.
As a result, Allianz Group currently holds 40,024,315 Euler Hermes shares, representing 93.86 percent of the share capital and voting rights of Euler Hermes. The remaining float on the market1 is therefore 1,998,131 shares, representing 4.69 percent[2] of Euler Hermes share capital and voting rights.
Now, in continuation with its initial tender offer, Allianz intends to launch a further simplified cash tender offer for all remaining Euler Hermes shares held by minority shareholders, which will be immediately followed by a squeeze-out procedure and delisting of Euler Hermes shares from the Euronext Paris stock exchange. The consideration for one Euler Hermes share will remain unchanged from the prior tender offer and will be 122 euros in cash.
This offer advances Allianz Group’s strategy to invest in profitable businesses and strengthen its position in core home markets and in property and casualty insurance in particular. Euler Hermes is the leading global trade credit insurer and a key component of Allianz global lines business.
The offer will have no impact on the announced share buy-back program of Allianz SE for 2018 in the amount of up to 2 billion euros.
Euler Hermes Supervisory Board is expected to appoint an independent expert, which will prepare a further report on the fairness of the proposed financial terms.
Allianz expects to formally file the tender offer in the coming weeks. The tender offer and the draft offer document will remain subject to the clearance of the French Autorité des marchés financiers (AMF). Subject to the AMF clearance, the tender offer, squeeze-out and delisting are expected to be effected in the second quarter of 2018.
[1] Excluding the 619,189 treasury shares held by Euler Hermes.
2 As minority shareholders represent less than 5% of the share capital and voting rights of Euler Hermes, conditions to implement a squeeze-out under French rules are met.
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