FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
April 23rd, 2007
SCOR
(Exact name of Registrant as specified in its chapter)
1, Avenue du Général de Gaulle
92074 Paris - La Défense Cedex, France
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover
Form 20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): Not Applicable.
TABLE OF CONTENTS
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated April 23rd, 2007
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SCOR
(Registrant)
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By: |
/s/ MARCEL KAHN
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Marcel Kahn, |
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Chief Financial Officer |
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- 2 -
Exhibit 99-1
17 April, 2007
SCOR has complied with all applicable legal and regulatory provisions in connection with its tender
offer on Converium
SCOR takes note of the complaint filed on April 16, 2007 by Converium Holding AG in the United
states District Court for the Southern District of New York. SCOR has complied with all applicable
legal and regulatory provisions in connection with its tender offer on Converium and intends to
defend itself vigorously against the unfounded allegations of Converiums top management.
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2007 Communications Timetable
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Extraordinary General Meeting
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26 April 2007 |
2007 1st quarter Results and General Meeting
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24 May 2007 |
The Offer and the offer prospectus (the Offer Prospectus) which has been filed with the Swiss
Take Over Board and published on Bloomberg and in Le Temps and Neue Zürcher Zeitung in Switzerland
on April 5, 2007 have been exclusively prepared under Swiss law and are subject to review and
supervision by Swiss authorities only. The Offer is not subject to any formality, registration or
approval outside Switzerland (except for the Offering Circular). The Offer will not be made and
may not be accepted in any jurisdiction where it breaches applicable law or where the applicable
law requires SCOR in any way to change the Offer, to submit an additional application to any
authorities or other institutions, or to take any additional actions in connection with the Offer
(including, without limitation, Japan). SCOR shall not accept and shall have no obligation to
accept any tenders made in connection with the Offer from any such jurisdiction. It is not
intended to extend the Offer to any such jurisdictions. Documents related to the Offer may neither
be distributed in nor sent into such jurisdictions. Such documents do not constitute and may not
be used to solicit an offer to sell or to purchase securities by any persons in such
jurisdictions. In addition, the delivery of the new SCOR shares may be subject, in certain
jurisdictions, to specific regulations or restrictions. The Offer is not addressed to persons
subject to such restrictions, either directly or indirectly. Persons in possession of the Offer
Prospectus or any other document relating to the Offer are required to obtain information about
any local restriction that may apply and comply therewith. SCOR disclaims any liability for any
violation of any applicable restrictions by any person.
U.S. Restrictions
Documents in relation to the Offer do not constitute an offer to sell or a solicitation of an
offer to buy securities in the United States or to or from U.S. persons (as defined in Regulation
S under the U.S. Securities Act of 1933, as amended) and the Offer will not be made in or into the
United States and may not be accepted by U.S. persons or persons in the United States. The Offer
will not be extended to American Depository Shares representing rights to receive Converium
Shares. Accordingly, neither copies of the Offer Prospectus nor any other document relating to the
Offer are being made available and should be mailed or otherwise distributed or sent in, into or
from the United States, and persons receiving the Offer Prospectus or any other documents relating
to the Offer (including custodians, nominees and trustees) must not distribute or send them into
or from the United States. Shareholders of Converium who accept the Offer will, unless otherwise
agreed by SCOR, be deemed to certify they are not located in the United States and are not US.
Persons.
U.K. Restrictions
Documents in relation to the Offer are to be directed only at persons in the U.K. who (a) have
professional experience in matters relating to investments, (b) are falling within Article 49 (2)
(a) to (d) (high net worth entities, unincorporated associations, etc) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, or (c) to whom they may otherwise lawfully
be communicated (all such persons together being referred to as relevant persons). In the U.K.,
copies of the Offer Prospectus, this communication or any other information in relation to the
Offer are not to be acted on or relied on by persons who are not relevant persons. In the U.K.,
any investment or investment activity to which the documents relating to the Offer relate is
available only to relevant persons and will be engaged in only with relevant persons.
- 3 -
Exhibit 99-2
19 April, 2007
SCOR will pursue the creation of the Top 5 global multi-line reinsurer
and regrets Converiums Board of Directors position
SCOR takes notice of Converiums official Board of Directors reports relating to SCORs tender
offer (the Offer) in accordance with article 29 (1) of the Swiss Federal Act on Stock Exchanges
and Securities Trading and with section 14(d)(9) of the US Securities Exchange Act of 1934.
SCOR regrets the Converium Board of Directors decision to recommend to its shareholders rejecting
the offer of SCOR. Nevertheless, SCOR is confident that Converium shareholders will acknowledge the
merit of the combination with SCOR, which means:
a very significant premium for their shares
the benefits resulting from the creation of a powerful top 5 global multi-line reinsurer
the value creation resulting from the combined entitys stronger global competitive
position (strengthened diversification effect and large synergy potential).
After a careful review of the Converium Board reports, SCOR wishes to make the following specific
comments and to draw attention to significant factual errors in Converiums reports.
1. The SCOR Offer is the best option for Converiums shareholders
When stating that it recommends that [Converium shareholders] reject the unsolicited offer and not
tender [their] shares pursuant to the Offer, Converium Board of Directors refuses to see that
SCORs Dynamic Lift plan offers better return targets (see point 7) and a lower risk profile than
the Converium standalone Roadmap.
The Dynamic Lift plan for SCOR and Converium aims to deliver five key results leading to strong
value creation for shareholders:
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a self-financed Group development over 3 years based on endogenous capital production |
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a double digit Earnings Per Share growth over the period 2007-2010 |
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a ROE of 900 bps above the risk free rate over the cycle |
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efficient return of excess capital to shareholders |
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an A+ level of security by 2010. |
On the contrary, the Converium standalone roadmap disclosed shortly after the announcement of the
Offer involves high execution risk by (i) assuming a too favourable business environment, (ii)
higher volatility in earnings because of a lack of critical mass and (iii) aggressive capital
adjustments.
While preparing Dynamic Lift, SCOR carefully assessed the current industry outlook and considered
that the non life market entered into a post-peak phase. In such phase, a double digit annual
growth rate in revenues cannot be expected on a profitable basis. This compares with Converium
roadmap that assumes a much more favourable business environment, thus underestimating execution
risk on a standalone basis: Converium premium growth rate assumptions of 18 % per year in treaty
and 43 % in specialities appear very aggressive in the context of a slowing non-life market. Such
rates would have been very optimistic even in the hard markets of the past few years and combined
with the catch-up phase following the return to an A- rating.
In addition, today, because of a less diversified business portfolio and a lack of critical mass on
a stand alone basis (in terms of clients, lines of business and geographic areas) Converium uses
more capital per risk unit. This results in more volatile earnings for its shareholders.
According to SCOR calculation, when combined to the SCOR life business and largely additive
non-life portfolios, thanks to the diversification effect and critical mass, the Converium capital
could be optimised, reducing the capital used per euro of turnover by 25 to 30 % and the volatility
of earnings by some 20%.
The Converium roadmap ROE relies mainly on the re-leveraging of the balance sheet by returning
CHF 366 million (EUR 223 million) by way of capital reduction, increasing the risk profile of the
group, which could be challenging in a slowing business
environment.
Obviously, no standalone scenario will be able to generate cost savings in the amounts anticipated
by 2009 when the combination will take full effect (EUR 65 million pre-tax synergies). These cost
synergies do not include additional cost
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savings and revenue synergy potential linked to increased
pricing power, to cross fertilization of best practices of the two organizations and to combined
optimization of retrocession and funding as well as expected tax optimisation.
2. SCOR offers a very fair price to Converium shareholders
The Converium Board of Directors states that the offer undervalues Converium.
First, we note that the Converium Board did not offer a valuation of Converium nor did it refer to
any third partys valuation or fairness opinion. It seems that the Converium Boards statement is
more an expression of subjective opinion rather than the result of a thorough analysis and
evaluation based on customary methods.
Based on the latest reasonable reference date of January 4, 2007, at which point Converiums share
price was unaffected by specific takeover rumours, the premium SCOR offers to Converium
shareholders is 26.8%. This premium paid by SCOR is fully in line with the median of the premiums
paid in similar situations in Switzerland which stand at 26%.
The average fair value of Converium published by the six leading equity analysts1 following the
publication of Converiums Roadmap is CHF 18.50 per share. Our Offer represents a 20% premium to
this value.
The Offer premiums mentioned in Converiums reports are inappropriate as they are based on affected
share prices which already incorporate a takeover premium. Converiums share price had already
been subject to significant speculation since Friday January 5, 2007 and Saturday January 6, 2007
following Paris Res CEO statement that Paris Re could be interested in Converium; consequently
Converiums share rose by 8.75% on January 8, 2007 in very high volumes of trades. Before these
rumours, Converium share price closed at CHF16.65 on January 4, 2007.
Since the date of announcement of SCORs intention to launch an offer on Converium, Converiums
share price has been driven mostly by that of SCOR. Over the period February 19, 2007 April 13,
2007, the correlation between SCOR share price performance and Converium share price performance on
a daily basis is around 95%. Therefore the trading of Converium shares per se cannot be used as a
relevant independent reference anymore the premium offered by SCOR is included in the Converium
share price.
3. SCORs strong currency is driving the value of Converium significantly above its fair standalone
value
The Converium Board of Directors states that the integration of Converium into SCOR will destroy
shareholder value for all Converium shareholders who receive SCOR shares as part of the offer
consideration.
SCORs demonstrated through its very strong 2006 results and its rapid and successful turnaround,
which has preceded that of Converium by two to three years in all key aspects, including the return
to profitability and the achievement of a A level rating, that it has a very strong acquisition
currency in absolute terms and specifically in relation to the Converium share. Market reaction
has been unanimously positive, taking the share price above EUR 22.
At current market prices, Converium shareholders are being offered around CHF 22 per share and the
Converium share price has been trading in line with the counter-value of the Offer consideration.
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Implied offer |
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Converium price |
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Implied premium |
Date |
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price (CHF) |
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(CHF) |
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/ (discount) |
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04/04/07
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21.49 |
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21.75 |
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-1.2 |
% |
05/04/07
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21.53 |
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21.75 |
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-1.0 |
% |
06/04/07
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21.55 |
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21.75 |
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-0.9 |
% |
09/04/07
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21.59 |
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21.75 |
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-0.7 |
% |
10/04/07
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21.64 |
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22.00 |
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-1.6 |
% |
11/04/07
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22.04 |
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21.85 |
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0.9 |
% |
12/04/07
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22.01 |
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22.10 |
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-0.4 |
% |
13/04/07
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22.14 |
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22.40 |
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-1.1 |
% |
16/04/07
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22.05 |
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22.35 |
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-1.4 |
% |
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Source: Datastream, closing prices |
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1 |
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Merrill Lynch, 1 March 2007, Helvea, 1 March
2007, Cheuvreux, 1 March 2007, Citigroup, 13 March 2007, Deutsche Bank, 20
March 2007, HSBC, 30 March 2007. |
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In addition, in agreement with French law, two independent auditors appointed by the President
of the Tribunal de Commerce de Nanterre have reviewed the valuation and fairness offered by SCOR to
Converium as part of the Patinex AG and Alecta pensionsforsäkring transactions. The terms being
offered to all Converiums shareholders are equivalent to those agreed with both Patinex AG and
Alecta pensionsforsäkring. The report is available in Appendix 1 Rapport des _quitable_es aux
apports sur la valeur des apports of the Document E filed to AMF (« Autorité des Marchés
Financiers») on April 10, 2007. This shows that the fair, standalone valuation of Converium,
through a series of measures, is below the offered price but that they consider the offer as fair
(_quitable) to SCOR shareholders given the level of synergies arising from the transaction.
4. The price offered by SCOR to Converiums shareholders specifically takes into account the recent
Standard & Poors upgrade
The Converium Board of Directors states that the opportunistic timing of the Offer disadvantages
Converiums shareholders.
The Standard and Poors rating upgrade on March 1st, 2007 for Converium was widely anticipated by
the market and Converiums share price did not react positively to the news (Converium share price
actually closed down by -2.66% on March 1st, 2007). The rating upgrade was already implicit during
Converiums renewals conference call on February 15, 2007.
Besides, Converium is still rated in the B range by AM Best and Fitch whereas SCOR is rated in
the A range by all four rating agencies.
5. SCOR anticipates limited execution risk and reduced earnings volatility for the combined Group
The Converium Board of Directors states that the Offer carries significant business, integration
and execution risks.
From a business viewpoint, SCOR cannot accept the rationale behind the Converium Board of Directors
rejection. The Converium Board of Directors estimates that the combination could mean a loss of
up to approximately USD 800 million in premium income. After careful examination of its book,
SCOR is confident that the potential loss of business due to overlap should not exceed a maximum of
EUR 270 million in 2010 in gross written premiums. This potential loss is already fully taken into
account in the Dynamic Lift plan. Besides, SCOR has the intention to pursue and deepen the
relationship with both GAUM and MDU and has allocated increased capital to these lines of business
in the Dynamic Lift plan.
We believe there are strong similarities between the cultures of SCOR and Converium, particularly
considering our respective trajectories in the past few years. Moreover, there is a strong natural
fit in the expertise and experience Converium employees will bring to the combined Group and the
opportunities for growth that the combined Group can offer to Converium. The proposed combination
represents a great project for all underwriters and reinsurance professionals of both companies.
It means access to more resources, to better tools and models, to upgraded risk management and to a
larger platform of services and skills for every underwriter in both companies markets and
business lines, for every manager and for every actuary.
Staff from both groups will benefit from enhanced professional opportunities, greater mobility and
a higher skills environment thanks to a three-hub organizational structure in Europe arranged
around Zurich, Paris and Cologne that will provide flexibility and is an optimal performance
structure from the point of view of the financial services industry.
6. SCOR applies strict corporate governance.
SCOR applies very strict corporate governance rules. As recommended in the evaluation carried out
in January 2003 by an independent Director and in accordance with the criteria laid down in the
2002 Bouton Report in France and the recommendations of the New York Stock Exchange, the Board of
Directors comprises:
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a majority of non-executive Directors |
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a wide range of expertise |
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a strong international perspective |
representatives of shareholders ensuring the alignment of interest.
SCOR Directors are offered reasonable director fees of EUR 36 000 per year.
The Document de reference of SCOR contains a comprehensive description of the specific Committees
at the Board level: Strategic Committee, Accounts and Audit Committee, Compensation and
Nominations Committee, Risk Committee.
The separation of functions between Chairman of the Board and Chief Executive Officer is
discussed every year at the Nomination and Remuneration committee. This separation is in no way
required by the rules applicable at the level of SCOR S.A.
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7. The lack of due care in reviewing the SCOR Offer results in factual errors, potentially
misleading shareholders
SCOR wishes to correct two major errors made in Converiums reports.
The Converium Board of Directors states that SCORs [ROE] 13% target is not comparable to
Converiums 14% target as it is based on tangible equity which includes a deduction for sizeable
intangibles on SCORs balance sheet post transaction, with SCORs pro forma ROE calculated on a
comparable basis to that of Converium at around 11%.
This is a factual error. The Dynamic Lift plan is expected to deliver a 13% ROE over the cycle,
with all intangible items post transaction included in equity. Based on tangible equity only
(i.e. after elimination of all intangible items post transaction), the corresponding ROE exceeds
16%, much above the Converium targeted ROE of 14% by 2009 under the unrealistic assumptions
underlying its Roadmap.
The Converium Board of Directors states that SCOR anticipates a combined capital adequacy ratio
barely reaching the level required for an A- rating by the end of 2007 with limited hybrid
capacity, putting SCORs rating at risk in the event of adverse developments or increasing the
likelihood of future equity capital raising to finance its growth.
SCOR strongly refutes this erroneous assertion. SCOR published in its Dynamic Lift plan capital
materially above the S&P A- target capital level in 2007 and thereafter, based on the proposed
revised S&P model as published in November 2006 which incorporates enhanced capital requirements
(particularly on specialty lines), while Converium based its calculations on the former, less
capital-demanding version.
These major errors, potentially misleading shareholders, could have been avoided if the Converium
Board of Directors had taken the opportunity offered by SCOR on several occasions to discuss the
compelling opportunity presented in the Dynamic Lift strategic plan for the proposed combined
SCOR+Converium Group.
8. SCOR reiterates that the proposed SCOR+Converium combination is friendly in nature and that the
unilateral characterization of the offer by Converium as hostile is therefore entirely unfounded.
SCOR made very significant proposals, which were rejected by Converiums Chairman without any
discussion :
SCOR will integrate Converium expertise within the combined group by welcoming the
Converium management and employees to key positions within the Group;
all current Board members of Converium are offered to become members of the Board of the
combined Group and of its Committees;
the members of Converiums Global Executive Committee are offered specific key Management
positions in the combined Group2;
Zurich will become one of the three European key hubs of the combined Group with a major
operating company having worldwide responsibilities for various business lines;
SCOR publicly announces its intention to apply for a secondary listing of SCOR on the SWX
Swiss Exchange upon completion of the contemplated combination;
SCOR offers Converium shareholders who tender theirs shares into the Offer their portion of
the 2006 SCOR dividend or the equivalent thereof in cash.
Despite the official position of the Converium Board, SCOR will continue to follow its open and
friendly approach favouring constructive dialogue with the unique goal of acting in the best
interests of the two companies and their shareholders.
2007 Communications Timetable
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Extraordinary General Meeting
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26 April 2007 |
2007 1st quarter Results and General Meeting
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24 May 2007 |
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SCOR notes that the letter sent in this regard
by SCOR dated as of February 23, 2007 is missing from Converium Schedule 14D-9
filed with the S.E.C. This document is available on www.scor.com. |
- 7 -
This communication does not constitute an offer to sell or to purchase securities, nor a
solicitation of an offer to sell or to purchase securities, whether in the context of the public
tender offer in Switzerland by SCOR on the shares of Converium Holding AG (Converium) with a
nominal value of CHF 5 each (the Tender Offer) or otherwise in France or in any jurisdiction
where such offer, solicitation, sale or the acceptance of such offer may be unlawful. It does also
not constitute a recommendation to sell or buy shares in SCOR or Converium.
The Offer Prospectus (the Offer Prospectus) contains the terms and conditions of the Tender
Offer, including the scope of the Tender Offer, the way the Tender Offer can be accepted and the
restrictions applicable to the Tender Offer in some countries. The Tender Offer is subject to all
the terms and conditions set forth in the Offer Prospectus.
The Tender Offer made to the shareholders of Converium and the Offer Prospectus which has been
filed with the Swiss Take Over Board and published on Bloomberg and in Le Temps and Neue Zürcher
Zeitung in Switzerland on April 5, 2007 have been exclusively prepared under Swiss law and are
subject to review and supervision by Swiss authorities only. The Tender Offer is not subject to
any formality, registration or approval outside Switzerland (except for the share offering
circular (the Admission Prospectus) for the new SCOR shares to be issued in consideration to
Converium shareholders contributions of their shares to the Tender Offer (the New SCOR
Shares)). The Tender Offer will not be made and may not be accepted in any jurisdiction where it
breaches applicable law or where the applicable law requires SCOR in any way to change the Tender
Offer, to submit an additional application to any authorities or other institutions, or to take
any additional actions in connection with the Tender Offer (including, without limitation, Japan).
SCOR shall not accept and shall have no obligation to accept any tenders made in connection with
the Tender Offer from any such jurisdiction. It is not intended to extend the Tender Offer to any
such jurisdictions. Documents related to the Tender Offer may neither be distributed in nor sent
into such jurisdictions. Such documents do not constitute and may not be used to solicit an offer
to sell or to purchase securities by any persons in such jurisdictions. In addition, the delivery
of the New SCOR Shares may be subject, in certain jurisdictions, to specific regulations or
restrictions. The Tender Offer is not addressed to persons subject to such restrictions, either
directly or indirectly. Persons in possession of the Offer Prospectus or any other document
relating to the Tender Offer are required to obtain information about any local restriction that
may apply and comply therewith. SCOR disclaims any liability for any violation of any applicable
restrictions by any person.
The Admission Prospectus regarding the New SCOR Shares and a document established for the purpose
of SCORs shareholders meeting convened to approve the contributions by Patinex AG and by Alecta
pensionsförsäkring, ömsesidigt of their Converium shares (the Document E) have each been
registered with the French Autorité des Marchés Financiers (the AMF) on April 10, 2007. The
Admission Prospectus and the Document E are available without charges at SCORs corporate
headquarters, 1, avenue du Général de Gaulle, 92 800 Puteaux, France, on SCORs website and on the
AMFs website. Copies of the Admission Prospectus and of the Document E will be addressed without
charge upon request.
U.S. Restrictions
This communication and any documents in relation to the Tender Offer do not constitute an offer to
sell or a solicitation of an offer to buy securities in the United States or to or from U.S.
persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) and the
Tender Offer will not be made in or into the United States and may not be accepted by U.S. persons
or persons in the United States. The Tender Offer will not be extended to American Depository
Shares representing rights to receive Converium Shares. Accordingly, neither copies of this
communication, the Offer Prospectus nor any other document relating to the Tender Offer are being
made available and should be mailed or otherwise distributed or sent in, into or from the United
States, and persons receiving this communication, the Offer Prospectus or any other documents
relating to the Tender Offer (including custodians, nominees and trustees) must not distribute or
send them into or from the United States. Shareholders of Converium who accept the Tender Offer
will, unless otherwise agreed by SCOR, be deemed to certify they are not located in the United
States and are not US. Persons.
U.K. Restrictions
This communication and any documents in relation to the Tender Offer are to be directed only at
persons in the U.K. who (a) have professional experience in matters relating to investments, (b)
are falling within Article 49 (2) (a) to (d) (high net worth entities, unincorporated
associations, etc) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, or (c) to whom they may otherwise lawfully be communicated (all such persons together being
referred to as relevant persons). In the U.K., copies of the Offer Prospectus, this
communication or any other information in relation to the Tender Offer are not to be acted on or
relied on by persons who are not relevant persons. In the U.K., any investment or investment
activity to which the documents relating to the Tender Offer relate is available only to relevant
persons and will be engaged in only with relevant persons.
Forward looking statements
Information in this communication relating to the Tender Offer include forward-looking
statements, including but not limited to statements that are predictions of or indicate future
events, trends, plans or objectives, based on certain assumptions and include any statement which
does not directly relate to a historical fact or current fact. Forward-looking statements are
typically identified by words or phrases such as, without limitation, anticipate, assume,
believe, continue, estimate, expect, foresee, intend, may increase and may
fluctuate and similar expressions or by future or conditional verbs such as, without limitations,
will, should, would and
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could. Undue reliance should not be placed on such statements,
because, by their nature, they are subject to known and unknown risks, uncertainties and other
factors, which may cause actual results, performance, achievements or prospects to differ from any
future results, performance, achievements or prospects expressed or implied by the documents on
this website, including the risk that the combination of SCOR and Converium may not be
consummated. Such factors include, among others: the costs related to the transaction; the
inability to obtain, or meet conditions imposed by, the required governmental and regulatory
approvals and consents; the risk that the businesses of SCOR and Converium will not be integrated
successfully; other risks and uncertainties affecting SCOR and Converium including, without
limitation, the risk of future catastrophic events, economic and market developments, regulatory
actions and developments, litigations and other proceedings.
This list is not exhaustive. Please refer to SCORs document de référence filed with the AMF on
April 10, 2007 under number D.07-0294 for a description of certain additional important factors,
risks and uncertainties that may affect the business of the SCOR group and to para. 2 of the
Admission Prospectus and para. 3.1 of the Document E for certain specific risk factors relating to
the transactions to which they relate.
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Exhibit 99-3
20 April, 2007
The European Commission gives its green light to the combination of
SCOR and Converium
SCOR is pleased to announce that the European Commission decided on 20 April 2007 to approve
the combination between Converium (Converium Holding AG) and the SCOR Group (SCOR S.A.). The
Commission decided not to oppose this combination and to declare it compatible with the common
market and with the EEA Agreement.
This decision marks an important step in the combining of SCOR and Converium, which will lead to
the constitution of a Group, which will stand amongst the top-5 global reinsurers.
This decision follows the approval of other relevant anti-trust authorities : in Germany, the
Bundeswettbewerbsbehörde (Federal Competition Authority) and the Bundeskartellamt (Federal Cartel
Office), in Korea, the KFTC (Korean Fair Trade Commission) and in the United States, the exemption
decision of the FTC (Federal Trade Commission).
2007 Communications Timetable
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Extraordinary General Meeting
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26 April 2007 |
2007 1st quarter Results and General Meeting
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24 May 2007 |
This communication does not constitute an offer to sell or to purchase securities, nor a
solicitation of an offer to sell or to purchase securities, whether in the context of the public
tender offer in Switzerland by SCOR on the shares of Converium Holding AG (Converium) with a
nominal value of CHF 5 each (the Tender Offer) or otherwise in France or in any jurisdiction
where such offer, solicitation, sale or the acceptance of such offer may be unlawful. It does also
not constitute a recommendation to sell or buy shares in SCOR or Converium.
The Offer Prospectus (the Offer Prospectus) contains the terms and conditions of the Tender
Offer, including the scope of the Tender Offer, the way the Tender Offer can be accepted and the
restrictions applicable to the Tender Offer in some countries. The Tender Offer is subject to all
the terms and conditions set forth in the Offer Prospectus.
The Tender Offer made to the shareholders of Converium and the Offer Prospectus which has been
filed with the Swiss Take Over Board and published on Bloomberg and in Le Temps and Neue Zürcher
Zeitung in Switzerland on April 5, 2007 have been exclusively prepared under Swiss law and are
subject to review and supervision by Swiss authorities only. The Tender Offer is not subject to
any formality, registration or approval outside Switzerland (except for the share offering
circular (the Admission Prospectus) for the new SCOR shares to be issued in consideration to
Converium shareholders contributions of their shares to the Tender Offer (the New SCOR
Shares)). The Tender Offer will not be made and may not be accepted in any jurisdiction where it
breaches applicable law or where the applicable law requires SCOR in any way to change the Tender
Offer, to submit an additional application to any authorities or other institutions, or to take
any additional actions in connection with the Tender Offer (including, without limitation, Japan).
SCOR shall not accept and shall have no obligation to accept any tenders made in connection with
the Tender Offer from any such jurisdiction. It is not intended to extend the Tender Offer to any
such jurisdictions. Documents related to the Tender Offer may neither be distributed in nor sent
into such jurisdictions. Such documents do not constitute and may not be used to solicit an offer
to sell or to purchase securities by any persons in such jurisdictions. In addition, the delivery
of the New SCOR Shares may be subject, in certain jurisdictions, to specific regulations or
restrictions. The Tender Offer is not addressed to persons subject to such restrictions, either
directly or indirectly. Persons in possession of the Offer Prospectus or any other document
relating to the Tender Offer are required to obtain information about any local restriction that
may apply and comply therewith. SCOR disclaims any liability for any violation of any applicable
restrictions by any person.
The Admission Prospectus regarding the New SCOR Shares and a document established for the purpose
of SCORs shareholders meeting convened to approve the contributions by Patinex AG and by Alecta
pensionsförsäkring, ömsesidigt of their Converium shares (the Document E) have each been
registered with the French Autorité des Marchés Financiers (the AMF) on April 10, 2007. The
Admission Prospectus and
the Document E are available without charges at SCORs corporate headquarters, 1, avenue du
Général de Gaulle, 92 800 Puteaux, France, on SCORs website and on the AMFs website. Copies of
the Admission Prospectus and of the Document E will be addressed without charge upon request.
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U.S. Restrictions
This communication and any documents in relation to the Tender Offer do not constitute an offer to
sell or a solicitation of an offer to buy securities in the United States or to or from U.S.
persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) and the
Tender Offer will not be made in or into the United States and may not be accepted by U.S. persons
or persons in the United States. The Tender Offer will not be extended to American Depository
Shares representing rights to receive Converium Shares. Accordingly, neither copies of this
communication, the Offer Prospectus nor any other document relating to the Tender Offer are being
made available and should be mailed or otherwise distributed or sent in, into or from the United
States, and persons receiving this communication, the Offer Prospectus or any other documents
relating to the Tender Offer (including custodians, nominees and trustees) must not distribute or
send them into or from the United States. Shareholders of Converium who accept the Tender Offer
will, unless otherwise agreed by SCOR, be deemed to certify they are not located in the United
States and are not US. Persons.
U.K. Restrictions
This communication and any documents in relation to the Tender Offer are to be directed only at
persons in the U.K. who (a) have professional experience in matters relating to investments, (b)
are falling within Article 49 (2) (a) to (d) (high net worth entities, unincorporated
associations, etc) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, or (c) to whom they may otherwise lawfully be communicated (all such persons together being
referred to as relevant persons). In the U.K., copies of the Offer Prospectus, this
communication or any other information in relation to the Tender Offer are not to be acted on or
relied on by persons who are not relevant persons. In the U.K., any investment or investment
activity to which the documents relating to the Tender Offer relate is available only to relevant
persons and will be engaged in only with relevant persons.
Forward looking statements
Information in this communication relating to the Tender Offer include forward-looking
statements, including but not limited to statements that are predictions of or indicate future
events, trends, plans or objectives, based on certain assumptions and include any statement which
does not directly relate to a historical fact or current fact. Forward-looking statements are
typically identified by words or phrases such as, without limitation, anticipate, assume,
believe, continue, estimate, expect, foresee, intend, may increase and may
fluctuate and similar expressions or by future or conditional verbs such as, without limitations,
will, should, would and could. Undue reliance should not be placed on such statements,
because, by their nature, they are subject to known and unknown risks, uncertainties and other
factors, which may cause actual results, performance, achievements or prospects to differ from any
future results, performance, achievements or prospects expressed or implied by the documents on
this website, including the risk that the combination of SCOR and Converium may not be
consummated. Such factors include, among others: the costs related to the transaction; the
inability to obtain, or meet conditions imposed by, the required governmental and regulatory
approvals and consents; the risk that the businesses of SCOR and Converium will not be integrated
successfully; other risks and uncertainties affecting SCOR and Converium including, without
limitation, the risk of future catastrophic events, economic and market developments, regulatory
actions and developments, litigations and other proceedings.
This list is not exhaustive. Please refer to SCORs document de référence filed with the AMF on
April 10, 2007 under number D.07-0294 for a description of certain additional important factors,
risks and uncertainties that may affect the business of the SCOR group and to para. 2 of the
Admission Prospectus and para. 3.1 of the Document E for certain specific risk factors relating to
the transactions to which they relate.
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Exhibit 99-4
23 April, 2007
SCOR reiterates that it has complied with all applicable legal and regulatory provisions
in connection with the Offer
SCOR takes note of the Swiss Takeover Boards Recommendation I dated April 20, 2007 to extend
the cooling-off period by an additional 10 Swiss trading days to May 7, 2007 due to the uncertainty
of the impact of the complaint filed on April 16, 2007 by Converium Holding AG (Converium) in the
United States District Court for the Southern District of New York (the Complaint) on SCORs
public tender offer in Switzerland for all publicly held registered Converium shares (the Offer).
As a result of such proposed extension of the cooling-off period, the Offer period will now run
from May 8, 2007 until June 6, 2007, 4:00 p.m. CET, subject to extension in accordance with the
provisions of the offer prospectus. SCOR, however, reserves its right to reject the Swiss Takeover
Boards Recommendation I during a period a 5 trading days as from its notification, pursuant to and
in accordance with applicable laws and regulations.
In its Complaint, Converium alleges that SCOR failed to comply with certain disclosure requirements
imposed by the United States securities laws in connection with its Offer. More specifically,
Converium claims that (i) the Offer has triggered the application of the provisions of the
Securities and Exchange Act of 1934 (the Exchange Act) governing tender offers, and that SCOR has
violated section 14(d) of the Exchange Act, which requires certain disclosures in connection with
tender offers, and section 14(e) of the Exchange Act and (ii) SCOR violated Section 13(d) of the
Exchange Act, by failing to disclose that SCOR and Patinex acted as a group in connection with
the Offer. In this context, Converium filed a motion for expedited discovery on April 18, 2007.
At a hearing held on April 19, 2007, the court determined the only issue that is appropriate [for
discovery] at this stage of the case is on the very focused subject of what, if anything, SCOR
did that could be characterized as a use of the means of interstate commerce within the meaning of
the Williams Act. The court expressly declined to permit Converium discovery on any other aspect
of the Offer or on its allegations that SCOR and Patinex acted as a group as defined by the U.S.
securities laws.
SCOR reiterates that it has complied with all applicable legal and regulatory provisions in
connection with the Offer and will continue to defend itself vigorously against the unfounded
allegations of Converium.
2007 Communications Timetable
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|
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Extraordinary General Meeting
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26 April 2007 |
2007 1st quarter Results and General Meeting
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24 May 2007 |
This communication does not constitute an offer to sell or to purchase securities, nor a
solicitation of an offer to sell or to purchase securities, whether in the context of the public
tender offer in Switzerland by SCOR on the shares of Converium Holding AG (Converium) with a
nominal value of CHF 5 each (the Tender Offer) or otherwise in France or in any jurisdiction
where such offer, solicitation, sale or the acceptance of such offer may be unlawful. It does also
not constitute a recommendation to sell or buy shares in SCOR or Converium.
The Offer Prospectus (the Offer Prospectus) contains the terms and conditions of the Tender
Offer, including the scope of the Tender Offer, the way the Tender Offer can be accepted and the
restrictions applicable to the Tender Offer in some countries. The Tender Offer is subject to all
the terms and conditions set forth in the Offer Prospectus.
The Tender Offer made to the shareholders of Converium and the Offer Prospectus which has been
filed with the Swiss Take Over Board and published on Bloomberg and in Le Temps and Neue Zürcher
Zeitung in Switzerland on April 5, 2007 have been exclusively prepared under Swiss law and are
subject to review and supervision by Swiss authorities only. The Tender Offer is not subject to
any formality, registration or approval outside Switzerland (except for the share offering
circular (the Admission Prospectus) for the new SCOR shares to be issued in consideration to
Converium shareholders contributions of their shares to the Tender Offer (the New SCOR
Shares)). The Tender Offer will not be made and may not be accepted in any jurisdiction where it
breaches applicable law or where the applicable law requires SCOR in any way to change the Tender
Offer, to submit an additional application to any authorities or other institutions, or to take
any additional actions in
connection with the Tender Offer (including, without limitation, Japan). SCOR shall not accept and
shall have no obligation to accept any tenders made in connection with the Tender Offer from any
such jurisdiction. It is not intended to extend the Tender Offer to any such jurisdictions.
Documents related to the Tender Offer may neither be distributed in
- 12 -
nor sent into such
jurisdictions. Such documents do not constitute and may not be used to solicit an offer to sell or
to purchase securities by any persons in such jurisdictions. In addition, the delivery of the New
SCOR Shares may be subject, in certain jurisdictions, to specific regulations or restrictions. The
Tender Offer is not addressed to persons subject to such restrictions, either directly or
indirectly. Persons in possession of the Offer Prospectus or any other document relating to the
Tender Offer are required to obtain information about any local restriction that may apply and
comply therewith. SCOR disclaims any liability for any violation of any applicable restrictions by
any person.
The Admission Prospectus regarding the New SCOR Shares and a document established for the purpose
of SCORs shareholders meeting convened to approve the contributions by Patinex AG and by Alecta
pensionsförsäkring, ömsesidigt of their Converium shares (the Document E) have each been
registered with the French Autorité des Marchés Financiers (the AMF) on April 10, 2007. The
Admission Prospectus and the Document E are available without charges at SCORs corporate
headquarters, 1, avenue du Général de Gaulle, 92 800 Puteaux, France, on SCORs website and on the
AMFs website. Copies of the Admission Prospectus and of the Document E will be addressed without
charge upon request.
U.S. Restrictions
This communication and any documents in relation to the Tender Offer do not constitute an offer to
sell or a solicitation of an offer to buy securities in the United States or to or from U.S.
persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) and the
Tender Offer will not be made in or into the United States and may not be accepted by U.S. persons
or persons in the United States. The Tender Offer will not be extended to American Depository
Shares representing rights to receive Converium Shares. Accordingly, neither copies of this
communication, the Offer Prospectus nor any other document relating to the Tender Offer are being
made available and should be mailed or otherwise distributed or sent in, into or from the United
States, and persons receiving this communication, the Offer Prospectus or any other documents
relating to the Tender Offer (including custodians, nominees and trustees) must not distribute or
send them into or from the United States. Shareholders of Converium who accept the Tender Offer
will, unless otherwise agreed by SCOR, be deemed to certify they are not located in the United
States and are not US. Persons.
U.K. Restrictions
This communication and any documents in relation to the Tender Offer are to be directed only at
persons in the U.K. who (a) have professional experience in matters relating to investments, (b)
are falling within Article 49 (2) (a) to (d) (high net worth entities, unincorporated
associations, etc) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, or (c) to whom they may otherwise lawfully be communicated (all such persons together being
referred to as relevant persons). In the U.K., copies of the Offer Prospectus, this
communication or any other information in relation to the Tender Offer are not to be acted on or
relied on by persons who are not relevant persons. In the U.K., any investment or investment
activity to which the documents relating to the Tender Offer relate is available only to relevant
persons and will be engaged in only with relevant persons.
Forward looking statements
Information in this communication relating to the Tender Offer include forward-looking
statements, including but not limited to statements that are predictions of or indicate future
events, trends, plans or objectives, based on certain assumptions and include any statement which
does not directly relate to a historical fact or current fact. Forward-looking statements are
typically identified by words or phrases such as, without limitation, anticipate, assume,
believe, continue, estimate, expect, foresee, intend, may increase and may
fluctuate and similar expressions or by future or conditional verbs such as, without limitations,
will, should, would and could. Undue reliance should not be placed on such statements,
because, by their nature, they are subject to known and unknown risks, uncertainties and other
factors, which may cause actual results, performance, achievements or prospects to differ from any
future results, performance, achievements or prospects expressed or implied by the documents on
this website, including the risk that the combination of SCOR and Converium may not be
consummated. Such factors include, among others: the costs related to the transaction; the
inability to obtain, or meet conditions imposed by, the required governmental and regulatory
approvals and consents; the risk that the businesses of SCOR and Converium will not be integrated
successfully; other risks and uncertainties affecting SCOR and Converium including, without
limitation, the risk of future catastrophic events, economic and market developments, regulatory
actions and developments, litigations and other proceedings.
This list is not exhaustive. Please refer to SCORs document de référence filed with the AMF on
April 10, 2007 under number D.07-0294 for a description of certain additional important factors,
risks and uncertainties that may affect the business of the SCOR group and to para. 2 of the
Admission Prospectus and para. 3.1 of the Document E for certain specific risk factors relating to
the transactions to which they relate.
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