Business Wire

Simplified Cash Tender Offer for Euler Hermes Shares

Del

The Supervisory Board of Euler Hermes convened on November 26, 2017 to review the simplified cash tender offer (the "Offer") that Allianz, the controlling shareholder, intends to file at a price of 122 euros per Euler Hermes share.

During the meeting, the Supervisory Board welcomed the principle of such an offer by Allianz.

It was already noted that:

  • the price proposed by Allianz would offer a liquidity to the minority shareholders under terms implying a premium of 20.7% over Euler Hermes’ last closing price1, and of 22.9%, 22.2% and 30.8% over the three, six and twelve-month average share prices2 , and exceeds the price objectives of analysts covering the company;
  • Allianz already secured the purchase of 11.34% of Euler Hermes share capital at the same price of 122 euros per Euler Hermes share through share purchase agreements concluded on November 24, 2017;
  • the Offer would not impact the composition of the Supervisory Board of Euler Hermes, nor its strategy and operating model beyond ordinary course of business.

The Supervisory Board of Euler Hermes decided, by a unanimous vote of its independent members, to appoint Finexsi, represented by Olivier Péronnet, as independent expert in order to prepare a report regarding the financial terms of the Offer and the squeeze-out as the case may be pursuant to Articles 261-1 et seq. of the General Regulations of the Autorité des marchés financiers (AMF).

Furthermore, the Supervisory Board decided to set up an ad-hoc committee made up of three independent members of the Supervisory Board. The mission of this sub-committee will consist in monitoring the independent expert's mission and issuing a recommendation to the Supervisory Board regarding the Offer.

In accordance with applicable regulations, the Supervisory Board will meet again to deliver a formal opinion (“avis motivé”) regarding the Offer after having reviewed the independent expert's report and the recommendation issued by the ad-hoc committee. Such formal opinion could be issued in the last days of December 2017.

Euler Hermes will hold a telephone conference regarding the Offer for analysts today at 10 am Paris time.

Disclaimer:

This press release is not an offer to purchase securities. The offer will be made only pursuant to the offer documentation which will contain the full terms and conditions of the offer. The offer documentation will be subject to review by the AMF and the offer will only be opened once the AMF has granted its clearance. Any decision in respect of the offer should be made only on the basis of the information contained in such offer documentation.

This press release was prepared for informational purpose only. The diffusion of this press release, the offer and its acceptance may be subject to specific regulations or restrictions in certain countries. The offer is not made for persons subject to such restrictions, neither directly nor indirectly, and may not be accepted in any way from a country where the offer would be subject to such restrictions. Consequently, persons in possession of this press release shall inquire about potential applicable local restrictions and comply with them.

Euler Hermes excludes all liability in the event of any breach of the applicable legal restrictions by any person.

Euler Hermes is the global leader in trade credit insurance and a recognized specialist in the areas of bonding, guarantees and collections. With more than 100 years of experience, the company offers business-to-business (B2B) clients financial services to support cash and trade receivables management. Its proprietary intelligence network tracks and analyzes daily changes in corporate solvency among small, medium and multinational companies active in markets representing 92% of global GDP. Headquartered in Paris, the company is present in over 50 countries with 5,800+ employees. Euler Hermes is a subsidiary of Allianz, listed on Euronext Paris (ELE.PA) and rated AA- by Standard & Poor’s and Dagong Europe. The company posted a consolidated turnover of €2.6 billion in 2016 and insured global business transactions for €883 billion in exposure at the end of 2016. Further information: www.eulerhermes.com, LinkedIn or Twitter @eulerhermes.

Cautionary note regarding forward-looking statements: The statements contained herein may include statements of future expectations and other forward-looking statements that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. In addition to statements which are forward-looking by reason of context, the words "may", "will", "should", "expects", "plans", "intends", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" and similar expressions identify forward-looking statements. Actual results, performance or events may differ materially from those in such statements due to, without limitation, (i) general economic conditions, including in particular economic conditions in the Euler Hermes Group’s core business and core markets, (ii) performance of financial markets, including emerging markets, and including market volatility, liquidity and credit events (iii) the frequency and severity of insured loss events, including from natural catastrophes and including the development of loss expenses, (iv) persistency levels, (v) the extent of credit defaults, (vi) interest rate levels, (vii) currency exchange rates including the Euro/U.S. Dollar exchange rate, (viii) changing levels of competition, (ix) changes in laws and regulations, including monetary convergence and the European Monetary Union, (x) changes in the policies of central banks and/or foreign governments, (xi) the impact of acquisitions, including related integration issues, (xii) reorganization measures, and (xiii) general competitive factors, in each case on a local, regional, national and/or global basis. Many of these factors may be more likely to occur, or more pronounced, as a result of terrorist activities and their consequences. The company assumes no obligation to update any forward-looking statement

1 Closing market price of Euler Hermes share on November 24, 2017.

2 Premium over the volume weighted average share price of Euler Hermes.

Contact information

Media:
Publicis Consultants
Romain Sulpice, +33 (0)1 44 82 46 21
romain.sulpice@mslfrance.com
or
Euler Hermes Group
Jean-Baptiste Mounier, +33 (0) 7 89 20 34 97
jean-baptiste.mounier@eulerhermes.com

Om Business Wire

Business Wire
Business Wire
24 Martin Lane
EC4R 0DR London

+44 20 7626 1982http://www.businesswire.co.uk

(c) 2018 Business Wire, Inc., All rights reserved.

Business Wire, a Berkshire Hathaway company, is the global leader in multiplatform press release distribution.

Følg saker fra Business Wire

Registrer deg med din epostadresse under for å få de nyeste sakene fra Business Wire på epost fortløpende. Du kan melde deg av når som helst.

Siste saker fra Business Wire

Wealthify Selects Moody’s Analytics Modeling Technology to Support Its Online Investment Proposition22.6.2018 07:00Pressemelding

Moody’s Analytics, a leading provider of financial intelligence, announced today that its technology has been selected by Wealthify, an innovative provider of digital wealth management services. Wealthify will be using the Moody’s Analytics Wealth Scenario Generator (“WSG”) to assist clients in making informed decisions on their investment plans. The Moody’s Analytics WSG is a modeling engine that supports financial planning and investment decision making. It has been integrated into Wealthify’s online investment proposition to illustrate a likely range of financial outcomes based on the investment style and level of investment a customer selects. This allows investors to better appreciate the balance between risk and return. “Our decision to work with Moody’s Analytics was driven by their comprehensive modeling and technology offering,” said Michelle Pearce, co-founder and Chief Investment Officer at Wealthify. “Their solution provides the robust economic assumptions required for our

Loxam Announces the Acquisition of Italian Powered Access Rental Specialist Nove22.6.2018 07:00Pressemelding

Loxam Group (“Loxam”) announces the acquisition of the Italian powered access rental company No.Ve. S.r.l. (“Nove”) from Haulotte Group S.A. (“Haulotte”). Nove was founded in 1998 and was controlled by Haulotte since 2006. The company is headquartered in Rome and has 45 employees in 6 branches throughout Italy. Following the acquisition of Nacanco last year, this transaction enables Loxam to consolidate its leading position in the Italian powered access rental market. Gérard Déprez, President of Loxam states: “I am delighted to welcome the skilled and experienced Nove team into the Loxam group. Nove is a long-established player in Italy and operates an equipment range very well known to the Loxam Group and we will be able to share our mutual expertise. We will join forces to provide our customers with the best service through an expanded network, and build a reference company in the Italian equipment rental market.” “The divestment of Nove is in line with Haulotte strategic targets and

OpenGate Capital Completes Sale of NorPaper Group to Gemayel Freres & Chaoui Industriel Group22.6.2018 06:00Pressemelding

OpenGate Capital, a global private equity firm, announced today that it has completed the sale of one of its legacy, pre-fund investments, NorPaper Group (“NorPaper”), to Gemayel Freres & Chaoui Industriel Group, a Lebanon-based business specialized in recycled corrugated cardboard and packaging products. Terms of the transaction were not disclosed. OpenGate Capital acquired NorPaper from Canadian paper conglomerate, Cascades, in 2011. NorPaper is a leading producer of white top testliner paper that is sold to European packaging manufacturers. Realizing an opportunity to increase capacity within NorPaper, OpenGate completed an accretive, add-on acquisition in February of 2015 of DS Smith Packaging Papeterie de Nantes SAS (“Nantes”), a division of DS Smith, Plc (LON: SMDS). Integrated into NorPaper, Nantes broadened the product portfolio and added 50kT per year of production capacity through its white top testliner paper made from 100% recycled fiber with best in class quality and print

First Westinghouse AP1000® Nuclear Plant Sanmen 1 Completes Initial Criticality21.6.2018 20:24Pressemelding

Westinghouse Electric Company, China State Nuclear Power Technology Corporation (SNPTC) announced today that the world’s first AP1000 nuclear power plant located in Sanmen, Zhejiang Province, China has successfully completed initial criticality. “Today we completed the final major milestone before commercial operation for Westinghouse’s AP1000 nuclear power plant technology,” said José Emeterio Gutiérrez, Westinghouse president and chief executive officer. “We are one step closer to delivering the world’s first AP1000 plant to our customer and the world – with our customers, we will provide our customers in China with safe, reliable and clean energy from Sanmen 1.” Following initial criticality will be connection to the electrical grid. Once plant operations begin at Sanmen 1, it will be the first AP1000 nuclear power plant in operation, offering innovative passive safety system technology, multiple layers of defense and advanced controls for unequaled reliability and safety. Commentin

Westinghouse Loads Fuel in Second AP1000® Nuclear Power Plant21.6.2018 20:07Pressemelding

Westinghouse Electric Company and its customers, China State Nuclear Power Technology Corporation (SNPTC) and Shangdong Nuclear Power Company Limited (SDNPC) announced today that Haiyang Unit 1, the AP1000 nuclear power plant located in Haiyang, Shandong Province, China, has begun to load fuel. “This is a great day for Westinghouse, our China partners and the nuclear industry. Haiyang Unit 1 continues to demonstrate our ability to deliver safe, innovative solutions for power generation,” said José Emeterio Gutiérrez, Westinghouse president and chief executive officer. He added, “Westinghouse will continue to deploy AP1000 technology throughout the world and demonstrate our technical leadership in the nuclear energy industry.” Fuel load at Haiyang Unit 1 commenced at 7:36 p.m. (GMT+8) today. Earlier this summer, in preparation for fuel load, Haiyang Unit 1 successfully completed the necessary testing and regulatory reviews conducted by China’s National Nuclear Safety Administration (NNS

Pharnext to Announce Top-Line Results from the Pivotal Phase 3 Trial of PXT3003 for the Treatment of Charcot-Marie-Tooth Type 1A Disease by October 201821.6.2018 18:23Pressemelding

Regulatory News: Pharnext SA (Paris:ALPHA) (FR0011191287 - ALPHA), a biopharmaceutical company pioneering a new approach to the development of innovative drug combinations based on big data genomics and artificial intelligence, today announced an update from its ongoing Phase 3 clinical program (PLEO-CMT and PLEO-CMT-FU studies) evaluating PXT3003 for the treatment of Charcot-Marie-Tooth type 1A disease (CMT1A) in adults. Top-line results from the pivotal PLEO-CMT study are now expected by October 2018. Prof. Daniel Cohen, M.D., Ph.D., Pharnext’s Co-Founder and Chief Executive Officer said: “We are thrilled to bring this Phase 3 clinical trial to completion and we now expect to disclose top-line results by October of this year. Our PLEODRUG™ PXT3003 has already shown initial signals of efficacy in our Phase 2 trial in CMT1A. We are hopeful we can bring this much-needed therapy to patients suffering from this debilitating condition, as they currently have limited therapeutic options, mo