HomeAboutInsightInvestorsMediaCareers 
News releases
2009 news releases
2008 news releases
2007 news releases
2006 news releases
2005 news releases
2004 news releases
2003 news releases
2002 news releases
2001 news releases
2000 news releases
1999 news releases
1998 news releases
Resources and contacts
Events
 
 
Media - woman talking into a microphone

Zurich Financial Services Group: Allied Zurich Tender Offer successfully completed

Zurich, October 16, 2000. - On closing its Tender Offer, Allied Zurich p.l.c. has received valid tenders for approximately 156.7 million of its ordinary shares (including approximately 1.7 million American Depositary Shares, representing approximately 3.5 million ordinary shares). The Tender Offer for up to USD 650 million of ordinary shares was announced on September 13, 2000 and closed on Friday, October 13, 2000.

The strike price has been set at GBP 700 pence per ordinary share. Allied Zurich will repurchase 63,607,683 shares. As the Tender Offer was oversubscribed, valid tenders at the strike price, save as set out below, will be scaled back pro rata so that 739.8 shares will be repurchased for every 1000 shares tendered. Tenders of entire holdings of 500 ordinary shares or less at the strike price will be accepted in full. Unsuccessfully tendered shares will be replaced by Zurich Financial Services shares under the unification. It is expected that the repurchase of the tendered shares will be effected by UBS Warburg before 10 am (London time) today.

The consideration for the Tender Offer of approximately USD 650 million will be sent to those shareholders who successfully tendered shares on October 20, 2000.

Shareholders of Allied Zurich at the close of business on October 12, 2000 will be entitled to receive the special cash dividend of GBP 40 pence per Allied Zurich share, subject to unification being completed. This dividend will also be paid in respect of shares which have been successfully tendered. The special cash dividend will be paid on October 26, 2000.

Unification of the Group holding structure

Following Court approval of the reduction of capital of Allied Zurich, the unification of the dual-headed holding structure of Zurich Financial Services is expected to take place after the close of business today. Allied Zurich and Zurich Allied shares will then be replaced by Zurich Financial Services shares. Trading in shares of the unified new Zurich Financial Services (ticker symbol: ZURN) is expected to begin at the opening of business on the SWX Swiss Exchange and the London Stock Exchange on Tuesday, October 17, 2000.

As set out in the approved unification proposals, shareholders of Zurich Allied will receive one Zurich Financial Services share for every Zurich Allied share. Shareholders of Allied Zurich will receive one Zurich Financial Services share (delivered in the form of Crest Depository Interests) for every 42.928 Allied Zurich shares. Allied Zurich and Zurich Allied ADS holders will receive Zurich Financial Services ADSs on a corresponding basis.

Following unification the issued share capital of Zurich Financial Services will consist of 83,886,001 shares.

Zurich Financial Services reaffirms share repurchase authorizations

As indicated in the Listing Particulars dated October 9, 2000, the Board of Directors of Zurich Financial Services has now formally authorized share repurchases of up to CHF 1.6 billion until December 31, 2000. This amount reflects the USD 350 million of the former Allied Zurich USD 1 billion repurchase program not utilized in the Tender Offer, and the virtually unused CHF 1 billion from the former Zurich Allied May 2, 2000 authorization. These amounts, if necessary, may be used to further facilitate the management of flowback resulting from the share unification program. The terms as set by the Swiss Takeover Commission are explained in more detail in the attachment.

Lord Cairns, Chairman of Allied Zurich, said: "The successful tender has significantly facilitated the unification process by providing an opportunity, particularly for index sensitive shareholders, to sell in advance of the new primary listing of Zurich Financial Services in Switzerland. This gives an excellent platform for the unified company to develop its ambitions."

"Unifying the Zurich Financial Services Group means more than a simpler structure. It will increase the market liquidity, improve our access to the capital markets, and allow us to achieve greater efficiencies", commented Rolf Hüppi, Chairman and CEO of Zurich Financial Services. "The unification defines us as one global Group. It is another step, which will help us to achieve our ambitious strategic and operational goals, and will therefore create value for our shareholders."

Appendix: Tender Offer successfully completed

The Zurich Financial Services Group is a global leader in the financial services industry, providing its customers with solutions in the area of financial protection and asset accumulation. The Group concentrates its activities in five business segments: non-life and life insurance, reinsurance, Farmers Management Services, and asset management. Headquartered in Zurich, Switzerland, the Group’s worldwide presence builds on strong positions in its three key markets - the United States, the United Kingdom and Switzerland.

UBS Warburg, a business group of UBS AG which is regulated in the UK by The Securities and Futures Authority Limited, is acting for Allied Zurich p.l.c. and certain of its related companies and for no else in connection with the Tender Offer and will not be responsible to anyone other than Allied Zurich p.l.c. and such companies for providing the protections afforded to its customers of for providing advice in relation to the Tender Offer.

For further information please contact:
Zurich Financial Services, 8022 Zurich, Switzerland
http://www.zurich.com
Media and Information, Iris Roth
Phone +41 (0)1 625 21 00, Fax +41 (0)1 625 26 41

Investor Relations, Pierre Wauthier
Phone +41 (0) 1 625 22 99, Fax +41 (0) 1 625 36 18

UBS Warburg
Gregg Sando +44 207 567 8000
Philip Shelley +44 207 567 8000

US Cautionary Legend:
This business combination is made for the securities of a foreign company. The transaction is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in this document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of U.S. companies.

It may be difficult for you to enforce your rights and any claim you may have under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. Securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.

You should be aware that Zurich Allied AG and its affiliates may purchase securities other than in connection with the transaction described herein, such as in open market or privately negotiated purchases.

This document shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any securities of Zurich Allied AG in any jurisdiction in which such offer, solicitation or sale would be unlawful. The shares of the future Zurich Financial Services to be issued under the proposed share exchange referred to in this Information for Shareholders have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act.