AXA and FINAXA Announce Their Intention to Merge
2005年4月20日 - 7:14AM
ＰＲニュース・ワイアー （英語）
AXA and FINAXA Announce Their Intention to Merge PARIS, April 19
/PRNewswire/ -- The Supervisory Board of AXA(1) and the Board of
Directors of FINAXA announced today that they had approved the
study of the principle of a merger through an absorption of FINAXA
by AXA and for this purpose, appointed committees of independent
directors who will, in particular, decide on the exchange ratio
between FINAXA and AXA shares. Rationale of the merger For AXA and
its shareholders, this merger would simplify the shareholder
structure, improve the standing of the stock and increase the
proportion of the publicly traded shares. In addition, as a result
of this transaction, AXA would directly own its brand, which is
currently the property of FINAXA and for which AXA pays an annual
fee (approximately euro 6.6 million in 2005). For FINAXA
shareholders, this transaction would improve the liquidity of their
securities and would eliminate the holding company discount which
currently affects the valuation of these securities. Potential
impacts of the merger It is currently anticipated that all AXA
shares owned by FINAXA and its subsidiaries, i.e. 336 million
shares, would be cancelled after the merger and, since FINAXA's
liabilities include a bond exchangeable into AXA shares, AXA
shareholders' equity post-merger would be reduced by approximately
Euro 1.0 billion to Euro 1.3 billion. Assuming an exchange ratio of
3.65 to 3.85 AXA shares for one FINAXA share and on the basis of
preliminary calculations, this operation would be approximately 2%
EPS accretive to AXA on a non-diluted basis as early as 2005 and
neutral on a fully diluted EPS basis. The final exchange ratio and
the other terms and conditions of the transaction are subject to
approval by the respective Boards of AXA and FINAXA based on the
recommendation of the Committees of Independent Directors and
subject to the approval of AXA and FINAXA shareholders. Mutuelles
AXA(2) and Finaxa currently own 20.35% of AXA outstanding shares
and 32.20% of AXA voting rights. Following the merger, the
Mutuelles AXA, which currently own 2.72% of AXA outstanding shares
representing 4.38% of AXA voting rights and 71.69% of FINAXA
outstanding shares representing 80.53% of FINAXA voting rights,
would become the principal AXA shareholder, holding less than 14%
of AXA shares representing less than 23% of voting rights. Other
information In addition, it is expected that, in connection with
the merger, the outstanding FINAXA exchangeable bonds would be
replaced by AXA convertible bonds(3), subject to the approval of
AXA shareholders. As of December 31, 2004, FINAXA net asset value
(excluding the value of the brand) was Euro 63.18 per share(4) and
FINAXA closing share price was Euro 53.50. Based on AXA closing
share price as of April 19, 2005, FINAXA net asset value (excluding
the value of the brand) stood at Euro 68.05 per share(5) on that
day. Possible timetable of the merger The final terms and
conditions of the merger, including the exchange ratio, should be
known before the end of the second quarter of 2005 and would be
communicated in the form of a press release. It is expected that
the merger would be presented to both AXA and FINAXA shareholders
for approval before the end of 2005. About AXA AXA Group is a
worldwide leader in financial protection. AXA's operations are
diverse geographically, with major operations in Western Europe,
North America and the Asia/Pacific area. AXA had Euro 869 billion
in assets under management as of December 31, 2004, and reported
total revenues of Euro 72 billion and underlying earnings of Euro
2,723 million for full year 2004. The AXA ordinary share is listed
and trades under the symbol AXA on the Paris Stock Exchange. The
AXA American Depository Share is also listed on the NYSE under the
ticker symbol AXA. About FINAXA FINAXA is a holding company. Its
main subsidiary is AXA a worldwide leader in financial protection.
FINAXA also owns the AXA brand. 2004 net income Group share was
euro 360 million. The AXA ordinary share is listed on the Eurolist
of Euronext in Paris (ISIN code: FR0000033136, Bloomberg code: DRF
FP, Reuters code: DROU.PA). This press release is available on the
AXA Group web site: http://www.axa.com/ Investor Relations: Media
Relations: Matthieu Andre: Christophe Dufraux: +33.1.40.75.46.85
+33.1.40.75.46.74 Caroline Portel: Clara Rodrigo: +33.1.40.75.49.84
+33.1.40.75.47.22 Marie-Flore Bachelier: Rebecca Le Rouzic:
+33.1.40.75.49.45 +33.1.40.75.97.35 This press release is not an
offer of securities for sale in the United States. The AXA ordinary
shares may not be offered or sold in the United States absent
registration or an exemption from registration. AXA does not intend
to make a public offering in the United States. CAUTIONARY
STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS Certain statements
contained herein are forward-looking statements including, but not
limited to, statements that are predications of or indicate future
events, trends, plans or objectives. Undue reliance should not be
placed on such statements because, by their nature, they are
subject to known and unknown risks and uncertainties and can be
affected by other factors that could cause actual results and AXA's
plans and objectives to differ materially from those expressed or
implied in the forward looking statements (or from past results).
These risks and uncertainties include, without limitation, the risk
of future catastrophic events including possible future terrorist
related incidents, economic and market developments, regulatory
actions and developments, litigations and other proceedings. Please
refer to AXA's Annual Report on Form 20-F for the year ended
December 31, 2003 and AXA's Document de Reference for the year
ended December 31, 2004, for a description of certain important
factors, risks and uncertainties that may affect AXA's business.
AXA undertakes no obligation to publicly update or revise any of
these forward- looking statements, whether to reflect new
information, future events or circumstances or otherwise. (1)
Following the Management Board meeting on April 18, 2005 (2) AXA
Assurances IARD Mutuelle, AXA Assurances Vie Mutuelle et AXA
Courtage Assurance Mutuelle (3) On the basis of one new AXA
convertible bond for one FINAXA exchangeable bond into AXA shares.
The terms and conditions of the new AXA convertible bonds will
replicate the terms and conditions of the FINAXA exchangeable bonds
set out in the FINAXA note d'information which received the visa of
the AMF (no. 98-505) on June 16, 1998 (notably exchange rate of
4.06 AXA shares for 1 bond and redemption value of Euro 99.09,
equivalent to a theoretical exchange price of Euro 24.41 per AXA
share). (4) On a fully diluted basis, taking into account an AXA
closing share price of Euro 18.18 as of December 31, 2004. The
exchangeable bond price is the last known price as of December 31,
2004, i.e. Euro 104 per bond. (5) Based on December 31, 2004
accounts. On a fully diluted basis. Based on AXA share price as of
April 19, 2005, i.e. Euro 19.31 per share. Exchangeable bonds at
last known price as of April 19, 2005, i.e. Euro 103.8 per bond.
DATASOURCE: AXA Group CONTACT: Investor Relations: Matthieu Andre,
+33-1-40-75-46-85; or Caroline Portel, +33-1-40-75-49-84; or
Marie-Flore Bachelier, +33-1-40-75-49-45; or Media Relations,
Christophe Dufraux, +33-1-40-75-46-74; or Clara Rodrigo,
+33-1-40-75-47-22; or Rebecca Le Rouzic, +33-1-40-75-97-35 Web
site: http://www.axa.com/
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