AXA and Finaxa Filed a Document E With the AMF Related to the AXA-Finaxa Merger
2005年11月22日 - 3:12AM
PRニュース・ワイアー (英語)
PARIS, Nov. 21 /PRNewswire-FirstCall/ -- AXA and Finaxa filed with
the Autorite des Marches Financiers (AMF) a document E describing
the features of the draft agreement and plan of merger of Finaxa
into AXA. This merger is subject to the vote of their respective
shareholders at their extraordinary general meeting on December 16,
2005. This document has been registered under the number no.
E.05-133. It is posted on http://www.axa.com/ web site. Main points
of this document are summarized below. ABSORBING COMPANY AXA, a
limited liability company with a Management Board and a Supervisory
Board (societe anonyme a Directoire et Conseil de surveillance)
incorporated and organized under the laws of France, having its
registered office at 25, avenue Matignon, 75008 Paris, France.
ABSORBED COMPANY FINAXA, a limited liability company with a Board
of Directors (societe anonyme a Conseil d'administration)
incorporated and organized under the laws of France, having its
registered office at 23, avenue Matignon, 75008 Paris, France.
PURPOSE OF THE TRANSACTION * Nature of the transaction: merger of
Finaxa into AXA. * Goal of the transaction: the draft agreement and
plan of merger between the companies AXA and Finaxa is intended to
simplify the shareholder structure of the AXA Group. This operation
is proposed to AXA and its shareholders, as an opportunity to
improve the standing of the AXA stock and to increase the
proportion of publicly traded shares. It also allows AXA to become
the direct owner of the "AXA" trademark which is currently held by
Finaxa and for which it pays annual fee. In addition, the merger
also allows Finaxa shareholders to improve the liquidity of their
securities and to eliminate the holding company discount which
currently affects the valuation of these securities. SECURITIES TO
BE ISSUED * Form of the securities: AXA shares. * Number:
299,012,355. * Nominal value: 2.29 euro. * Date of exercise: as
from the completion date of the merger, i.e. December 16, 2005,
subject to satisfaction of conditions precedent provided for in the
agreement and plan of merger. The new shares shall give right to
any distributions decided as from December 16, 2005. * Application
date: the new shares shall be subject to an application for trading
privileges on the Eurolist market of Euronext Paris S.A. from and
after the completion of the merger, i.e. December 16, 2005, subject
to satisfaction of conditions precedent provided for in the
agreement and plan of merger. * Stock Exchanges: - Eurolist Market
of Euronext Paris S.A. - New York Stock Exchange under American
Depositary Share TERMS OF EXCHANGE * Amount of the contributed net
asset value: 4,993,106,908 euro (on the basis of the accounts as at
December 31, 2004). * Exchange ratio: 15 AXA shares for 4 Finaxa
shares. * Merger premium: 4,308,368,615.05 euro. CAPITAL DECREASE *
Number of AXA shares to be cancelled : 337,490,816 (including the
shares transferred by AXA Participations 2) * Amount of the capital
decrease : 772,853,968.64 euro VALUATION OF THE EXCHANGE RATIO Main
valuation methods : AXA: * appraisal value ; * trading price
analysis over three months (on the basis of the three month period
preceding May 10, 2005). FINAXA: * Re-evaluated Net Asset (RNA)
method * The merger appraisers, Messrs. Rene Ricol, Stephane Lipski
and Bernard Lelarge, concluded that the exchange ratio of 15 AXA
shares for 4 Finaxa shares is fair. They also concluded that the
contributions of 4,993,106,908 euro is not overvalued and,
consequently, that the net contributed assets are at least equal to
the amount of the increase in capital of the acquiring company,
increased by the merger premium, and that they had no comments on
the number of AXA shares to which the conversion of the convertible
bonds issued by the acquired company will give right. OTHER
INFORMATION * Date of the AXA Extraordinary General Meeting :
December 16, 2005. * Date of the Finaxa Extraordinary General
Meeting : December 16, 2005. * The merger will legally take effect
on December 16, 2005, subject to completion of conditions precedent
provided for in the agreement and plan of merger, with a
retroactive accounting and tax effect as of January 1, 2005. *
Clauses and specific agreements: - Carry over of the double voting
rights, that some Finaxa shareholders benefit from over the AXA
shares received in the context of the merger (it being acknowledged
that Finaxa shareholders of less than two years shall keep the
credit of their shareholding period in Finaxa for the potential
acquisition of the double voting rights in AXA). - AXA to assume
the obligations of Finaxa pursuant to the subscription options
granted by Finaxa (with application of the exchange ratio), (ii)
the convertible bonds issued by Finaxa (with application of the
exchange ratio) and (iii) the exchangeable bonds issued by Finaxa.
With regard to the latter, the Management Board of AXA on June 29,
2005 (after approval by the Supervisory Board) decided, in
accordance with the terms and conditions of the exchangeable bonds,
to exchange these bonds for newly issued AXA convertible bonds,
subject to the approval by the Extraordinary General Meeting on
December 16, 2005. However, in light of the success of AXA's offer
to acquire these exchangeable bonds (please refer to today's press
release), the AXA Management Board, at a meeting of November 21,
2005, decided not to use the "substitution clause" allowing AXA to
replace the exchangeable bonds by newly issued convertible bonds.
After the merger, AXA will therefore assume the obligations of
Finaxa in relation to the remaining exchangeable bonds. The agenda
of AXA's general meeting scheduled on December 16, 2005 was changed
accordingly. About AXA Group 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 935 billion in assets under
management as of June 30, 2005. For full year 2004, IFRS revenues
amounted to Euro 67 billion and IFRS underlying earnings amounted
to Euro 2,640 million. AXA reported total IFRS revenues of Euro 37
billion and IFRS underlying earnings of Euro 1,761 million for the
first half of 2005. 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. This press release is available on the AXA Group web site:
http://www.axa.com/ DATASOURCE: AXA CONTACT: Investor Relations:
Matthieu Andre, +33-1-40-75-46-85, Marie-Flore Bachelier,
+33-1-40-75-49-45, Caroline Portel, +33-1-40-75-49-84, or Media
Relations: Christophe Dufraux, +33-1-40-75-46-74, Rebecca Le
Rouzic, +33-1-40-75-97-35, Clara Rodrigo, +33-1-40-75-47-22, all of
AXA Web site: http://www.axa.com/
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