Ad-hoc | 4 April 2002 20:48
Allianz AG
english
Compensation for Minority Shareholders in Dresdner Bank AG
Ad-hoc-announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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Allianz will pay minority shareholders in Dresdner Bank AG 51.50 euros per
Dresdner Bank share as compensation for the transfer of their shares to Allianz.
Allianz uses the opportunity of new provisions in the Corporation Act which
became effective with the Takeover Act on January 1, 2002.
The resolution to exclude minority shareholders is intended to be taken at the
Annual General Meeting of Dresdner Bank AG on May 24, 2002. Allianz holds 95.1
percent of the stock capital in Dresdner Bank AG. An additional 2.1 percent will
be acquired in the near term through forward purchases concluded last year. The
remaining 2.8 percent will be squeezed out. The percentages are calculated
using the stock capital of Dresdner Bank as of April 30, 2002 based on the
assumption that all warrants outstanding on Dresdner Bank shares and due on
April 30, 2002 will be exercised.
The amount of the compensation was determined on the basis of a valuation report
prepared by Ernst & Young, audited and confirmed as adequate by Susat & Partner
as an expert auditor appointed by the court. Dresdner Bank AG was valued
according to the capitalized earnings method.
Munich, April 4, 2002
For further information please contact:
Richard Lips: Tel. +49/89/3800-5043
Dr. Ilja-Kristin Seewald: Tel. +49/89/3800-2960
Jörg E. Allgäuer: Tel. +49/89/3800-2628
Stefan Denig: Tel. +49/89/3800-17790
end of ad-hoc-announcement (c)DGAP 04.04.2002
Issuer’s information/explanatory remarks concerning this ad-hoc-announcement:
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements contained herein may be 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 Allianz Group’s
business and markets, (ii) performance of financial markets, including emerging
markets, (iii) the frequency and severity of insured loss events, (iv) mortality
and morbidity levels and trends, (v) persistency levels, (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 and (xii) 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 the event on, and
following, September 11, 2001. The matters discussed in this release may also
involve risks and uncertainties described from time to time in Allianz AGs
filings with the U.S. Securities and Exchange Commission. Allianz AG assumes no
obligation to update any forward-looking information contained in this release.
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WKN: 840400; ISIN: DE0008404005; Index: DAX-30; EURO STOXX 50
Listed: Amtlicher Handel in Berlin, Bremen, Düsseldorf, Frankfurt, Hamburg,
Hannover, München, Stuttgart; EUREX; Swiss Exchange, London, Paris, NYSE
042048 Apr 02