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
For September 11th 2005
Commission File Number: 1-15154
ALLIANZ AKTIENGESELLSCHAFT
Koeniginstrasse 28
80802 Munich
Germany
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F |X| Form 40-F |_|
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 |_| No |X|
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE
REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-13462) OF ALLIANZ
AKTIENGESELLSCHAFT AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT
IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY
FILED OR FURNISHED.
( BW)(ALLIANZ-AG)(ALZ) Allianz-Group Repositioning - Conversion into a European
Company (SE)
MUNICH, Germany--(BUSINESS WIRE)--Sept. 12, 2005--
The Allianz Group is repositioning itself in Europe. An important cornerstone
will be the merger of Riunione Adriatica di Sicurta (RAS) S.p.A. into Allianz
AG. Based on a preliminary valuation, Allianz AG and RAS S.p.A. are expecting an
exchange ratio range between 0.153 and 0.161 Allianz AG shares for one ordinary
share of RAS, respectively for one savings share of RAS. The exact exchange
ratio will be determined prior to the extraordinary shareholders meetings of RAS
and Allianz AG, which are scheduled to take place by the end of January /
beginning of February 2006 and which will have to approve the merger. In
addition the transaction is subject to approval by the authorities.
Prior to the merger, Allianz AG will make a voluntary cash tender offer to the
shareholders of RAS, offering EUR 19.00 per ordinary share of RAS and EUR 26.50
per savings share of RAS. The supervisory board of the Allianz AG and the board
of directors of RAS have agreed the plan to integrate RAS and express their
support for the implementation.
In the course of the cross-border merger of RAS into Allianz AG, Allianz AG will
convert its legal form into a European Company (Societas Europaea). The volume
of the transaction will be EUR 5.7 bn. In the amount of up to EUR 2 bn. the
financing will be equity based; approximately EUR 1 bn. thereof will be placed
without pre-emptive rights out of authorized capital. Furthermore, the
management board of Allianz decided to consolidate the insurance activities of
the Allianz Group in Germany under one German Holding Company to be newly
created.
The supervisory board of Allianz AG has appointed the following individuals as
new members of the management board with effect from January 1, 2006: Enrico
Cucchiani, currently Chief Executive Officer of Lloyd Adriatico, Jean-Philippe
Thierry, currently Chief Executive Officer of AGF, Clement Booth, currently
Chief Executive Officer of Aon Re International.
Detlev Bremkamp and Dr. Reiner Hagemann will, upon their own initiative, resign
from the management board with effect from December 31, 2005.
Dr. Gerhard Rupprecht, who is currently Chief Executive Officer of Allianz
Leben, will assume the responsibility as Chief Executive Officer of the future
Germany-Holding. As of January 1, 2006, Dr. Maximilian Zimmerer shall assume the
responsibility as Chief Executive Officer of Allianz Leben, and Thomas Pleines,
currently Chief Executive Officer of Allianz Suisse, shall assume the
responsibility as Chief Executive Officer of Allianz Versicherungs-AG. Further
information is provided in the press release.
As usual, these assessments are subject to the following caveats. End of
announcement
Allianz AG
Koniginstr. 28
80802 Munchen
Deutschland
ISIN: DE0008404005 (DAX)
WKN: 840400
Listed: Amtlicher Markt in Berlin-Bremen, Dusseldorf, Frankfurt (Prime
Standard), Hamburg, Hannover, Munchen und Stuttgart; EUREX; Swiss Exchange;
London; Paris; NYSE
Issuer's information/explanatory remarks concerning this ad hoc announcement:
These statements are subject to the disclaimer provided below.
No Offer
This communication is for informational purposes only. It shall not constitute
an offer to purchase or buy or the solicitation of an offer to sell or exchange
any securities of RAS S.p.A. or Allianz AG nor shall there be any sale of
securities in any jurisdiction (including the United States of America, Canada,
Japan and Australia) in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. The distribution of this communication may, in some countries, be
restricted by law or regulation. Accordingly, persons who come into possession
of this document should inform themselves of and observe any such restrictions.
In the United States of America, the solicitation of offers to exchange RAS
S.p.A. securities for Allianz AG shares will only be made pursuant to a
prospectus that Allianz expects to send holders of RAS S.p.A. securities. .Any
solicitation of offers to sell RAS S.p.A. securities will only be made pursuant
to a tender offer document approved under and pursuant to Article 102 of the
Italian Securities Act. Regarding the anticipated merger Allianz and RAS S.p.A.
will be required to make available certain documents for their respective
shareholders in order to put them into a position to vote on the merger.
Investors and holders of RAS S.p.A. securities and/or investors or holders of
Allianz AG securities are urged to read the various documents cited above
including any registration statement (when available) and other relevant
documents that, if required by the applicable rules and regulations, will be
filed with the U.S. Securities and Exchange Commission ("SEC"), as well as any
amendments or supplements to those documents, because they will contain
important information. Investors and holders of RAS S.p.A. securities will
receive information at an appropriate time on how to obtain transaction-related
documents for free from Allianz, including any registration statement (when
available). The registration statement and other relevant documents, if filed
with the SEC, will also be obtainable for free at the SEC's Internet web site at
www.sec.gov.
Forward-Looking Statements
Certain statements made in this communication are forward-looking statements.
Although Allianz's management believes that the expectations reflected in such
forward-looking statements are reasonable, readers are cautioned that these
forward-looking statements by their nature involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the future.
Many factors could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements, including
those listed in our Annual Report on Form 20-F filed with the SEC on April 19,
2005. We undertake no obligation to update forward- looking statements.
No duty to update
The company assumes no obligation to update any information contained herein.
Short Name: Allianz AG
Category Code: MSC
Sequence Number: 41221
Time of Receipt (offset from UTC): 20050911T174059+0100
CONTACT: Allianz AG
Signatures
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.
ALLIANZ AKTIENGESELLSCHAFT
By:/s/ Dr. Reinhard Preusche
-------------------------------------
Dr. Reinhard Preusche
Group Compliance
By:/s/ Dr. Giovanni Salerno
-------------------------------------
Dr. Giovanni Salerno
Group Compliance
Date: September 11th 2005